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Dependent Care Benefits-5914A-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet File Name Purchasing Contact City Council Target Date Granicus # Ordinance # RFP 3/1/2016 Dependent Care Benefits Karen Smith 5914 (CareAdvantage) – 11/15 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN D BRIGHT HORIZONS FAMILY SOLUTIONS, LLC (RFP 5914) THIS CONTRACT is made and entered into this date ______________________, by and between Bright Horizons Family Solutions LLC a limited liability company , whose address is 200 Talcott Avenue South , Watertown, MA 02472 , hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS , a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with Contractor’s response to the City’s document RFP 5914 - Dependent, Elder and Pet Care Services , a copy of which is on file at the office of Purchasing Agen t and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Request for Proposal Scope of W ork Exhibit 3 (Exhibit “B”); (c) Care Advantage Agreement (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal. (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence firs t to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” March 1, 2016 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER EMAIL ADDRESS _________________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: GEORGE C. CAMPBELL, CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __________________________________ John Casagrande 2016-14750 2/22/2016 617-673-8871 jcasagrande@brighthorizons.com General Counsel 3/3/2016 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for access to dependent care services in the initial term shall not exceed $178,387.50 based upon 1,500 employees , except as otherwise agreed by the parties . Co -P ayments (as defined in Exhibit C) for actual dependent and elder care services arranged through the Back -Up Care Advantage Program and all payments for Empl oyee -Selected Services (as defined in Exhibit C) shall be paid directly by the employee. The City is not responsible for Co -Payments or amounts due to caregivers or other service providers for Employee -Selected Services by employees. Pricing shall be per E xhibit C attached. Exhibit B Statement of Work The City of Denton (the “City”) strives to be a leader in employee benefits and retention. The City is interested in adding resources for employees care service’s needs. This resource will aide in business continuity, productivity, and engagement while m aximizing employee engagement and well -being. The City is seeking proposals from experienced firms that are able to provide care service options for approximately 1,500 full time employees. The care services should include, but are not limited to full time childcare/ eldercare placement (in home and/or center), emergency or planned back -up childcare/eldercare (in home and/or center), and access to a database of care options that employees can select from. The services should provide subsidized and unsub sidized care options for dependents ranging in age from infants to adults/elders and include both well and mildly -ill individuals. A component of the unsubsidized options should include care options and resources for household pets. Care services should be able to accommodate future, anticipated care needs, but more importantly have the ability to address urgent, business -related needs providing timely turn -around and fulfillment of care and easy access (toll -free number and/or websit e) to care arrangements. Childcare/eldercare options should be available in North Texas. Dependent/Elder Care Contractor Responsibilities (Excludes Employee -Selected Services , as defined in Exhibit C) 1) CITY employees reside in Denton and throughout t he North Texas area. Contractor must provide dependent/elder resources located throughout the North Texas area to meet employees’ various location needs. 2) The CITY seeks to provide a global solution for employees through a single portal for care services re sources. Contractor must be able to provide resources for all three services, Dependent/Elder/Pet Care throughout the North Texas area. 3) Contractor shall provide access to state licensed child care facilities and providers (facilities and in home care pro viders) at various locations North Texas. 4) Contractor shall provide care resource options for children ages 6 weeks to 14 years. 5) Contractor shall be responsible for recruiting, selecting, and screening back -up providers. 6) Contractor must have at least a thre e year history with experience providing planned, occasional and unplanned emergency back -up care. 7) Contractor will provide dependent care at various locations in North Texas. 8) Contractor will provide fully insured child/elder care (subject to availability) facilities and all providers (facilities and in home care providers). 9) Contractor will provide timely responses to emergency/back -up care requests. 10) Contractor will provide 24 hour online or call center back -up care request system. 11) Contractor will provide care options for mildly ill children. 12) Contractor will require all child/elder care (subject to availability) facilities and all providers (facilities and in home care providers) require background checks for caregivers. Background checks must be routine ly updated in accordance with applicable legal requirements . 13) Contractor shall maintain an active policy on drugs and alcohol in the work place that supports a drug free environment, and be prepared to submit such policy upon CITY request. 14) Contractor will provide an online form for employees to find child/elder care at the discretion of the employee. 15) Contractor will provide utilization reports as needed. 16) Contractor will provide marketing materials such as, but not limited to, brochures, flyers and educational material. 17) Contractor will provide onsite training for key CITY staff on implementation and scope of services. 18) Contractor will provide web training for users. CAREDIRECT ( INCLUDING PET CARE ) CONTRACTOR RESPONSIBILITIES (Provided as part of Employee -Selected Services , as defined in Exhibit C) 1) CITY employees reside in Denton and throughout the North Texas area. Contractor must provide access to pet care resources located throughout the North Texas area to meet employees’ location needs , subject to availability . 2) The CITY seeks to provide a unified solution for employees through a single portal for care services resources. Contractor must be able to provide access to resources for all three services, Dependent/Elder/Pet Care throughout the North Texas area. 3) Contractor shall be responsible for providing a resource to select and screen back -up pet care providers. 4) Contractor must have at least a three year hi story with experience providing back -up care options for pets. 5) Provide access to pet care services for various types of pets. 6) Contractor will provide an online form for employees to find pet care at the discretion of the employee. 7) Contractor will provide the ability for CITY Eligible E mployees to obtain basic background checks for all CareDirect in -home providers on the online portal for employees to find pet care and in -home dependent care at the discretion and election of the employee. 8) Co ntractor will provide utilization reports as needed. Exhibit C Care Advantage Agreement Bright Horizons Family Solutions LLC, a Delaware limited liability company (“Bright Horizons ”), agrees to provide and the client identified below (“Client ”) agrees to purchase the program s and related services selected below (collectively the “Services ”) on the terms described in this a greement , consisting of this Reference Information, the attached Services Terms, and the attached Special Terms, if any (co llectively, the “Agreement ”). Reference Information Client: The City of Denton Client Address: 215 E. McKinney Street, Denton, TX 76201 Client Liaison: Bright Horizons Account Manager: Name: Scott Payne Name: Mandy Smith Title: Risk Manager Title: Client Relations Director Telephone: 940 -349 -7836 Telephone: 817.508.8953 Facsimile: Facsimile: E -mail: Scott.payne@Cityofdenton.com E -mail: mandy.smith@brighthorizons.com Initial Term: May 1, 2016 – April 30 , 201 9 Commencement Date: May 1, 2016 Annual Fee: $55,000 for year one, plus 5% for each subsequent year Start -Up Fee: $5,000 Approximate Client Employee Population: 1,500 Special Terms (attach, if any): Yes: No: X BUCA ® : In -Center Care : Yes: X No: In -Home Care : Yes: X No: Maximum Uses Annually: 150 Annual Employee Use Limit: 10 In -Home Use Limit: Yes: No: X Co -Payments Paid to Bright Horizons: Yes: X No: Co -Payment Rates: In -Center Care : $15.00 per child/day; $25.00 per family/day In -Home Care : $6.00/hour CareDirect : Yes: X No: Bright Horizons Family Solutions LLC, 200 Talcott Avenue South, Watertown, MA 02472 USA Services Terms 1. TERM The term of this Agreement shall begin on the Contract Commencement Date and continue for three year s , unless terminated or extended as provided herein. The Initial Term and any Renewal Term(s) are referred to collectively herein as the “Term .” 2. SERVICES The Services shall be provided exclusively in the United States in accordance with the following terms and conditions. (a ) BUCA (Back -Up Care Adva ntage) Program . BUCA consist s of the In -Center Care and In -Home Care selected in the Reference Information. Eligible Employees will be referred to In -Center Care and In -Home Care where applicable and based on availability and the preferences of such Elig ible Employees. (i) In -Center Care . “In -Center Care ” means back -up care for children provided in child care centers and back -up care for adults provided in adult care centers. In -Center Care is provided in (A) Bright Horizons child care centers available to the general public (“Bright Horizons Centers ”), (B) Bright Horizons child care centers having dedicated back - up care capacity available to the employees of clients of Bright Horizons (“Bright Horizons Back -Up Centers ”), and (C) child care cent ers or adult care centers owned or operated by other providers participating in the BUCA p rogram (“Provider Centers ”), subject to availability. Bright Horizons Centers, Bright Horizons Back -Up Centers and Provider Centers are referred to collectively as “Network Centers ”. Network Centers operate as quality child care centers and adult care centers in compliance with all requirements of applicable laws, regulations, and licensing requirements. Network Centers are licensed, fully furnished and equipped ca re centers which operate with caregiver ratios which equal or exceed ratios mandated by state licensing requirements. In -Center Care is provided by experienced caregivers who are screened, employed, trained, and supervised by the operators of the Network Centers. A criminal record background check is required for each caregiver. Use of In - Center Care is subject to varying registration and reservation requirements and the operating policies, procedures and practices established by the operators of the Net work Centers. (ii) In -Home Care . “In Home Care ” means back -up care for children and adults provided in the homes of Eligible Employees or other authorized locations. In -Home Care is provided by in -home care providers participating in the BUCA p rogram (“Network Providers ”), subject to availability. Network Providers are professional in -home care providers and operate in compliance with all requirements of applicable laws, regulations, and licensing requirements. In -Home Care is provided by experienced caregivers who are screened, employed, trained, and supervised by the Network Providers. A criminal record background check is required for each caregiver. Use of In -Home Care is subject to varying registration and reservation requirements and the operati ng policies, procedures and practices established by the Network Providers. (iii) Network . Network Centers and Network Providers are referred to collectively as the “Network ”. Bright Horizons may add or remove Network Centers or Network Providers to or from the Network at any time. Client shall not enter into any agreement with Provider Centers or Network Providers to purchase the same or similar employer - sponsored dependent care or dependent -care related services during or within one year following t he Term. (iv) Client Use of BUCA. Use of BUCA by all Eligible Employees shall not exceed the Maximum Uses specified in the Reference Information in any twelve -month period, pro - rated on a monthly basis (the “Monthly Use Limit ”). Notwithstanding the for egoing, use of BUCA may exceed the Monthly Use Limit for any three months within any consecutive twelve month period by up to fifty percent (50%). If specified in the Reference Information, use of the In -Home Care shall not exceed fifty percent of the Monthly Use Limit in any month (the “In -Home Use Limit ”). For the purposes of the Maximum Uses and Monthly Use Limit, each use of In -Center Care for each child or adult shall constitute one use regardless of the hours used up to a maximum of one day, and each use of one caregiver for In - Home Care for one or more children or adults shall constitute one use regardless of the hours used up to a maximum of ten hours in one day. A reservation to use BUCA constitutes a use unless cancelled by 5:00 p.m. on the business day immediately prior to the scheduled day of care. Bright Horizons and Client agree to promptly negotiate an amendment to this Agreement in good faith in the event use of BUCA exceeds or is expected to exceed the Monthly Use Limit for more than three months within any consecutive twelve month period or, if applicable, the In - Home Use Limit. Eligible Employees shall not be eligible to use BUCA in excess of the Monthly Use Limit for more than three months within any consecutive twelve month perio d or, if applicable, the In -Home Use Limit, unless the parties amend this Agreement to accommodate such additional use. (v) BUCA Use Reports . Bright Horizons shall provide Client with standard monthly use reports regarding the use of BUCA by Eligible Emp loyees, including without limitation the identity of the Eligible Employees and the dates of use. (b) CareDirect . CareDirect (“CareDirect ”) consists of On - Line Resources, Preferred Enrollment and Discount Access Program unless otherwise determined by the Client and Bright Horizons . If selected in the Reference Information, CareDirect provides Eligible Employees with unlimited access to options, tools and other resources to search for a variety of dependent care and household services, including Employee -S elected Services . (i) Employee -Selected Services . “Employee -Selected Services ” means all child care, elder care and other services provided by those caregivers or other services providers engaged by Eligible Employees through either (A) the On - Line Re sources or (B) the Discount Access Program . The terms and conditions of this Agreement are not applicable to the Employee -Selected Services as Employee -Selected Services are not provided by Bright Horizons but rather by a third party selected by the Eligib le Employee . (ii) On -Line Resources . “On -Line Resources ” are the online forums, resources and tools provided through the Sittercity.com and Yearsahead.com websites which are owned and maintained by Sittercity Incorporated (“Sittercity ”) and which enable Eligible Employees to search for child care, elder care (assessments, planning and services) and other service providers, including tutoring and homework help, pet care and household help. At Client’s request, Bright Horizons will pro vide a written report concerning use of the On -Line Resources by Eligible Employees, including Eligible Employee registration, requests for services, and number of responses received. (iii) Preferred Enrollment . “Preferred Enrollment ” means the opportu nity to enroll in select Bright Horizons Centers for ongoing primary child care upon availability on a first - come, first -serve basis in advance of the general public. Preferred Enrollment is subject to priority and preferred enrollment arrangements with o ther sponsoring companies. Use of Preferred Enrollment is subject to compliance with all enrollment requirements. (iv) Discount Access Program . Through the “Discount Access Program ”, Eligible Employees are eligible to receive special discount ed rates , incentives and promotions arranged by Bright Horizons and offered directly by third party service providers from time to time during the Term. For example, the Discount Access Program may include tuition discounts at child care centers, reduced tutoring rates and discounted eldercare plan fees offered from time to time by Bright Horizons’ vendors. Eligible Employee participation is subject to compliance with the applicable third party service provider’s enrollment and registration requirements. (v) A vailability of CareDirect . The availability of CareDirect is subject to the continued participation by Sittercity in the On -Line Resources and by the third party service providers participating in the Discount Access Program . In the event the On -Line Res ources or Discount Access Program are no longer are available, the Annual Fee shall be adjusted and Client shall receive a credit for the pro - rata amount of the Annual Fee paid for the CareDirect resource which is no longer available. (c) Access to BUCA and CareDirect . Bright Horizons shall develop and maintain an informational landing page with limited customization for use by Client’s employees to learn about and access BUCA and CareDirect (the “Landing Page ”). Client shall have an opportunity to review and approve the content of the Landing Page prior to its launch. Use of the BUCA and CareDirect shall be subject to the terms of use on the Landing Page and other landing pages and websites accessed through the Landing Page. 3. FEES (a) Annu al Fee; Start -Up Fee . Client shall pay an Annual Fee for each year (or partial year) of the Term. The Annual Fee shall be paid bi -annually due within thirty days after the later of Client’s receipt of an invoice or April 1 and October 1 of each year . Th e initial Annual Fee is specified in the Reference Information. The Annual Fee rate shall increase by five percent per year on each anniversary of the Commencement Date. In addition, if applicable, Client shall pay the one -time Start -Up Fee specified in the Reference Information within thirty days after the receipt of an invoice. No Annual Fee, Start -Up Fee or other payment shall be refunded or reduced in whole or part except as otherwise provided in this Agreement. Access to the Services may be denied during any period for which an Annual Fee or other payment under this Agreement remains past due and unpaid. Bright Horizons shall have the right to impose interest charges at the rate allowed by the Texas Government Code 2251 (the Prompt Pa yment Act) and Client shall promptly pay such charges if imposed. (b) Increase in Client Employee Population . The Annual Fee rate is established in part based on the Approximate Client E mployee P opulation specified in the Reference Information. Brigh t Horizons and Client agree to promptly negotiate an amendment to this Agreement and the Annual Fee in good faith in the event of any increase in the Client’s employee population specified in the Reference Information. 4. ELIGIBLE EMPLOYEES ; USE OF SERVI CES (a) Eligible Employees . Each employee and other person determined by Client to be eligible to use the Services constitutes an “Eligible Employee ”. Client agree s to provide Bright Horizons an eligibility file identifying all employees eligible to us e BUCA in a format and with information fields agreed to by the parties, and to update such eligibility file no less frequently than monthly. Client shall notify Bright Horizons if an employee is no longer eligible to use the Services , or in the event it has knowledge of any unauthorized use of the Services . (b) Annual Employee Use Limit . Use of BUCA by an Eligible Employee in a calendar year shall not exceed the Annual Employee Use Limit specified in the Reference Information unless otherwise authorized by Client and upon notification to Bright Horizons. For purposes of the Annual Emplo yee Use Limit, each use of BUCA by an Eligible Employee shall constitute one use regardless of the number of children or adults served or the hours used up to a maximum of one day (for In -Center Care ) or ten hours in one day (for In -Home Car e ). (c) Registration Resources . Eligible Employees shall use BUCA solely in accordance with, and subject to, the provisions set forth in any FAQ, policies and procedures, registration resources and information provided by Bright Horizons, Network Centers and Netwo rk Providers to Eligible Employees using BUCA, as the same may be updated, amended, or replaced from time to time (provided such update, amendment or replacement does not materially reduce the obligations of Bright Horizons or increase the obligations of Eligible Employees) (“Registration Resources ”). The content of the Registration Resources and the procedures required to register to use BUCA may vary . (d) Co -Payments; Other Charges . If applicable as specified in the Reference Information, a co -paymen t shall be collected and retained by or on behalf of Bright Horizons from each Eligible Employee in connection with each BUCA use (each a “Co -Payment ”). Co -Payments for the use of In -Center Care are calculated for each child or adult on a per use basis re gardless of the hours of use, up to any applicable family limit per day specified in the Reference Information. Co -Payments for the use of In -Home Care are calculated for each caregiver needed on a per hour basis based on the greater of (i) the requested or actual hours of care, whichever is greater, and (ii) four hours. Co -Payments are non -refundable and shall be due and paid regardless of use unless the reservation has been cancelled by 5:00 p.m. on the business day immediately prior to the scheduled d ay of care. Other charges for In -Home Care may apply where skilled medical care or assistance is required or requested by the Eligible Employee and will be communicated to the Eligible Employee in advance. Bright Horizons may use all reasonable and lawfu l means to collect Co -Payments and other charges from Eligible Employees, and may deny access to the BUCA p rogram to any Eligible Employee who fails to pay one or more Co - Payments or other charges . (e) Client Coordination. (i) Communications . Successf ul implementation and use of the Services requires multiple and ongoing communications of the benefit of the Services to employees. Bright Horizons will support Client’s marketing and promotion of the Services to Client’s employees and recommend appropria te methods for distribution of information about the Services to Client’s employees. The parties agree to prepare and implement a mutually acceptable communications plan annually for this purpose. The plan will include a variety of strategies to communic ate the benefit of the Services to employees during the year, including providing Services information in standard benefit communications (such as into new hire, FMLA and return to work materials) and providing a link on the Client’s human resource/benefit s web page. (ii ) Client Responsibility . Client agrees to make available to Bright Horizons all applicable policies, processes, guidelines, frequently asked questions and other documentation to ensure that Bright Horizons’ systems meet the needs of Client and that Bright Horizons’ staff is adeq uately trained in order to serve Client’s employees. Client agrees to provide Bright Horizons with named points of contact for key business areas. 5. GENERAL TERMS (a ) Insurance . Bright Horizons shall maintain at all times during the Term the followi ng minimum insurance coverages for the Services : (i) Commercial General Liability insurance with combined single limits for bodily injury and property damage, including without limitation physical and sexual abuse and molestation, of not less than $1,000,0 00 each occurrence and $2,000,000 in the aggregate per policy year; (ii) Business auto liability insurance including owned, non -owned and hired vehicles with combined single limits for bodily injury and property damage of not less than $1,000,000 each acci dent; (iii) Umbrella Liability insurance in the amount of $2 5 ,000,000, with umbrella liability coverage following the form and terms of the underlying coverages to the extent such coverages are available; and (iv) workers’ compensation insurance as require d by law. All policies shall be written using A - rated carriers falling within a “Secure” rating by the A.M. Best Company or its replacement. Bright Horizons shall provide Client a certificate of insurance evidencing the foregoing coverages and limits at the commencement of the Initial Term and a renewal certificate not more than ten days following the expiration of the certificate it renews. Each certificate shall specify Client as an additional insured for the general, automobile and umbrella liability coverages described above. Client shall receive a minimum of thirty days’ prior written notice of any cancellation or limitation of any coverage, and ten days’ prior written notice of any cancellation due to nonpayment. As provided in subparagraph 2(b )(i ), Employee -Selected Services are not part of the Services for purposes of this subparagraph 5(a). (b) Confidential Information; Employee Services Information . Each party shall hold in strict confidence all nonpublic information received directly from the other party whether oral, written or in machine readable form, including but not limited to information relating to the party or its business plans, customer information, current, future and proposed products, operations, operating procedures, photograph s, graphics, data, formulas, manuals, charts, information systems, technology, data, computer programs, software (and the operational functions, features and limitations thereof), processes (whether internal to a party’s business or products or external to a party’s services or customers), methods of doing business, servicing customers and customer relations, business and contractual relationships, business forecasts, sales and merchandising or marketing plans, curricula, finances, budgets, investor informa tion, projections, analyses or results (collectively, “Confidential Information ”) other than to the extent required by law or judicial order, disclosed under regulatory examination or necessary to enforce the terms of this Agreement. Confidential Informat ion shall not include Employee Services Information (as defined below). In addition, Bright Horizons shall hold in strict confidence , all Employee Services Information in accordance and strict compliance with all applicable Federal, State, and Local priva cy laws and regulations regarding information of individuals , and specifically the statutory mandatory exception of releasing a Social Security Number of a living person, as required by the Texas Government Code 55 2 .147 (Public Information Act), and furthe r defined by Texas Attorney General Opinion GA -0519 . “Employee Services Information ” means any information received by Bright Horizons directly from or on behalf of Eligible Employees and their dependents (or other designated users) or generated By Bright Horizons in connection with the use of the Services by the Eligible Employee , including, without limitation, personally identifiable financial information and data related to gender, birth dates, addresses, health and medical information. Bright Horizons has no obligation to disclose any Employee Services Information to Client but may disclose as necessary in connection with the delivery of the Services or disclosed pursuant to any regulatory requirement or an order, decree, subpoena or other validly issu ed judicial, regulatory or administrative process (a) by any licensing agency, department of social services, or similar entity involved in the safety, care, oversight or protection of dependents, or (b) in connection with any dependent custody or similar domestic dispute , and only in full compliance with all Federal, State, and Local laws regarding the protection of personal information . (c) Bright Horizons’ Property/Marks . As between the Client and Bright Horizons, Bright Horizons is the owner of all intellectual property used in connection with the Services , including but not limited to all Registration Resources, Bright Horizons Marks (defined below), communication materia ls, websites, use reports and other materials created by or for Bright Horizons (collectively “Bright Horizons Property ”). Client shall not copy or reproduce, sell, assign or license any Bright Horizons Property without the prior written approval of Brigh t Horizons and only in accordance with the provisions of this Agreement. The permitted use of such Bright Horizons Property (including the Bright Horizons Marks) pursuant to the terms of this Agreement shall not create any ownership interest in such prope rty or related rights whatsoever. “Bright Horizons”, “Back -Up Care Advantage Program ”, “BUCA”, “CareDirect”, and related trademarks and logos are trademarks of Bright Horizons. These marks, (together with any related proprietary indicia, service marks, trade dress, trade names, logos, symbols or brand names) are referred to herein collectively as the “Bright Horizons Marks .” Bright Horizons hereby grants Client a limited, royalty -free license to use the Bright Horizons Marks in the United States for th e limited purpose of Client’s internal communications to its employees about the Services . This license is revocable in whole or part for any or no reason by Bright Horizons at any time. Client will not use the Bright Horizons Marks for any other purpose without the prior written consent of Bright Horizons, which shall be revocable at any time. Client agrees that all of its uses of the Bright Horizons Marks shall be subject to Bright Horizons’ reasonable review and instruction to ensure that Client’s use is consistent with Bright Horizons trademark protocols, including but not limited to the use of bold text and an “®” designation where any registered Bright Horizons Mark appears. Client may only utilize such logos provided by Bright Horizons. Upon the termination or expiration of this Agreement, any license to use the Bright Horizons Marks shall automatically expire, and all use of the Bright Horizons Marks by Client shall cease without any further action required by the parties. (d) Client Property/Ma rks . As between Client and Bright Horizons, Client is the owner of all intellectual property owned by Client, including but not limited to all trademarks and service marks, websites, communication materials, employee eligibility files and other materials created by or for Client (collectively, “Client Property ”). Bright Horizons shall not copy or reproduce (other than for use in connection with the Services ), sell, assign, or license any Client Property without the prior written approval of Client. Clien t hereby grants to Bright Horizons a limited, royalty -free license to use Client’s name and trademarks in the United States for the limited purpose of fulfilling its obligations under this Agreement and to use in Bright Horizons’ client lists. This licens e is revocable in whole or part for any or no reason by Client at any time. Upon the termination or expiration of this Agreement, any license to use the Client’s name and trademarks shall automatically expire, and all use of the Client’s name and trademar ks by Bright Horizons shall cease without any further action required by the parties. (e) End of Term . At the termination of this Agreement, the parties will promptly return or destroy all intellectual property of the other party in their possession and t o cease use thereof, except that each party may retain copies for archival purposes. (f) Assignment. Bright Horizons shall not assign this Agreement without the prior written consent of the Client; provided, however, that no such consent shall be requir ed if such assignment is made to, accepted by and enforceable against an assignee (i) which is a parent, affiliate or subsidiary of Bright Horizons, or (ii) which is a successor to Bright Horizons as a result of a merger, sale, consolidation or reorganizat ion of all or substantially all of the assets of Bright Horizons, provided there is no material change in the Services or the obligations of the assignee under this Agreement. (g) No Employment . Client shall not directly or indirectly employ or sol icit any employee of Bright Horizons to perform dependent care or other similar roles for the benefit of Client or its employees regardless of location during or within one year after the Term. Unsolicited inquiries or responses by Bright Horizons’ employ ees to general media advertising or similar “blind” solicitations for positions other than dependent care or other similar roles shall not apply to this subparagraph. (h) Indemnities . Bright Horizons (“Indemnitor ”) agree s to indemnify, defend, and save harmless the C lient , its directors, officers, partners, employees and agents (each an “Indemnitee ”) from all third party suits, actions, claims, demands, damages, losses, liabilities, expenses and costs, including without limitation reasonable attorneys’ fees, arising out of or in connection with (i ) the breach of any contractual duty by the Indemnitor under this Agreement, or (ii ) personal or bodily injury (including death) to any person including without limitation any children or adults or (iii ) damage to the property of any person or entity, in each event to the extent such injury or damage was caused by the willful or negligent acts, errors or omissions of the Indemnitor, its directors, officers, partners, employees, or agents. Indemnitor’s obligati ons under this paragraph shall be limited to where the directors, officers, partners, employees and agents of Client are acting in their capacities as directors, officers, partners, employees and agents, respectively, and not as parents or guardians using the Services . As provided in subparagraph 2(b )(1 ), Employee - Selected Services are not part of the Services for purposes of this subparagraph 5(h). (i) Termination . (i) Either party may terminate this Agreement upon any material breach by the other party of any obligations under this Agreement by sending such defaulting party written notice of the termination stating the nature of the breach of obligation. Such notice of termination shall be effective thirty days following the date of delivery thereof unl ess the breach is remedied to the satisfaction of the terminating party during such thirty day period; provided, however, that if the nature of the breach of obligation is such that it is not capable of being remedied within such thirty day period, so long as the breaching party commences remedying the breach within such thirty day period and diligently pursues such remedy through completion, the notice of such termination shall have no force or effect. In the event the Client is the terminating party unde r this paragraph, and Client is not in default of its obligations under this Agreement, Bright Horizons shall promptly refund to Client upon such termination any pro rata portion of the Annual Fee then paid for the remainder of the Term. (ii) Client’s pay ment obligations are payable only and solely from funds a ppropriated and available for this Agreement . Client agrees to take all reasonable steps to ensure the continued appropriation of funds due under the Agreement. In the event funds sufficient to permit Client to pay its obligations under the Agreement have not been appropriated, Client may terminate the Agreement as of the anniversary of the Commencement D ate upon no less than one hundred twenty (12 0 ) days’ written notice. In the event of termination under this paragraph due to inadequate appropriation of funds, there will be no penalty nor removal fees charged to Client. (j) Miscellaneous . This Agreement and any amendment or renewal thereof may be executed in multiple c ounterparts, each of which shall be deemed an original and effective upon delivery and all of which shall be considered one instrument as if each party had signed the same signature page and may be transmitted by fax or by electronic mail in portable docum ent format and signatures appearing on faxed or electronic mail instruments shall be treated as original signatures. This Agreement supersedes any and all prior discussions, correspondence or agreements between the parties relating to the Services or the t erms of this Agreement and may be amended only by a writing executed by both parties. This Agreement shall be governed by the laws of the Texas without regard to conflict of law principles, and shall apply to all successors and assigns. If any term, cove nant or condition of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant or condition to persons or circumstances other th an those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. Paragraph headings in this Agreement are for convenience of reference only and shall not define or limit the provisions of this Agreement. Any notices required under this Agreement shall be in writing and shall be deemed given when received if delivered by hand, by certified mail (postage prepaid a nd return receipt requested), or by a nationally recognized overnight courier, to the corporate offices of Client and Bright Horizons at the addresses set forth in the Reference Information. The parties agree that nothing in this Agreement shall be deemed to create a partnership, employer -employee relationship, or joint venture between the parties, it being agreed that Bright Horizons shall be acting solely as an independent contractor under this Agreement at all times. This Agreement is solely for the ben efit of Client and Bright Horizons, and no other person or entity shall be deemed a third party beneficiary of any term hereof. In no event shall either Client or Bright Horizons be liable to the other for any indirect, consequential, special, incidental or punitive damages, including without limitation for lost business or profits or for any failure or delay in performance of its obligations under this Agreement beyond its reasonable control other than the obligation of payment. Client acknowledges that b reach of subparagraph 2(a)(iii) or subparagraph 5(g) may cause irreparable harm to Bright Horizons and, in addition to any other available remedies, Bright Horizons shall be entitled to seek temporary and/or permanent injunctive relief to enforce this provision. Without limitation, t he provisions of paragraph 3 and subparagraphs 5(b), (c), (d), (e), (g), and (h) shall survive the expiration or termination of this Agreement. (CareAdvantage) – 11/15 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENS A TION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any o f the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain the minimum insurance coverage as indicated hereinafter during the term of this Contract . Contractor shall file with the Purchasing Department satisfactor y certificates of insurance. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A - or better . Contractor shall be responsible for any deductibles or self -insured retentions Liability policies shall provide for the following: City of Denton, its Officials, and Employees shall be included as Additional Insured . That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy. The inclusion of more than one insured shall not operate to increase the i nsurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date (10 days for non -payment). Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the l apse date. If insurance is not reinstated within ten (10) days after written notification by the City , City may, at its sole option, terminate this agreement effective on the date of the written notification . SPECIFIC ADDITIONAL INSURANCE REQUIREMEN TS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 000 1 current edition) is used: Coverage A shall include products, and completed operations, independent contractors, and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Co mprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for products and completed operations, independent contractors. C ontractual liabili ty covering this contract, and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, and use of all automobiles used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy which provides for : any auto, or all owned hired and non -owned autos. [] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City n eed not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construc tion projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liabili ty Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy lim its will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 p er claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be p rovided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by t his contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery insid e/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the cont ractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additiona l insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. ATTACHMENT 1 [N/A ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contrac tor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contract or has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materi als, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor sha ll provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing s ervices on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverag e ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of t he project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 da ys after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner presc ribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that covera ge is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the c overage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required cer tificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide se rvices on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with th e appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil pen alties, or other civil actions. K. Th e contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach with in ten days after receipt of notice of breach from the governmental entity. Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiri ng the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 12 95 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Supporting Dependent, Elder, and Pet Care Needs for the City of Denton Response to RFP 5914 Prepared by: www.brighthorizons.com Phil Westberry Senior Client Services Director (512) 280-7447 phil.westberry@brighthorizons.com October 29, 2015 Exhibit F ©2015 Bright Horizons Family Solu tions LLC i The City of Denton Denton, Texas Confidentiality Notice We understand that certain information contai ned within the following RFP response may be released. The information considered proprietary is highlighted and all items denoted as such should remain confidential and may not be shared with a third party without the prior written consent of Bright Horizons Family Solutions ® (“Bright Horizons ®”). The release of this information would result in a loss of proprietary informat ion and could damage our ability to remain competitive and is not subject to disclosure pursuant to State of Texas Local Government Code 252.049 and Section 552.110 of the Texas Public Information Act. The City of Denton (“the City”) is welcome to use or share any sections of this proposal internally for deciding on a dependent care provider. All trademarks, logos, and trade names used in this request for proposal are proprietary to Bright Horizons, and are protected by U.S. and international trademark laws. These include the following: Bright Horizons ® Bright Horizons Family Solutions ® Bright Horizons Care Advantage™ Back-Up Care Advantage Program ® Bright Horizons CareDirect™ Bright Horizons Special Needs BrightStudy™ College Coach ® EdAssist ® Horizons Workforce Consulting ® Exhibit F ©2015 Bright Horizons Family Solu tions LLC ii The City of Denton Denton, Texas Table of Contents Cover Sheet ......................................................................................................................................................... 1 Pricing Sheet: Exhibit 1 ..................................................................................................................................... 2 Completed Solicitation Checklist ..................................................................................................................... 3 Attachment A: Business Questionnaire .......................................................................................................... 4 Attachment B: Exception Form .................................................................................................................... 40 Attachment D: References ............................................................................................................................. 44 Attachment E: Conflict of Interest Qu estionnaire Form .......................................................................... 45 Attachment F: Signed Acknowledgement Form ......................................................................................... 46 Appendix A: Provider Comparison Chart Appendix B: Sample Utilization Report AppendixC: Customer Satisfaction Survey Appendix D: Sample Marketing Materials Appendix E: Bright Horizons Standard Terms and Conditions Exhibit F ©2015 Bright Horizons Family Solu tions LLC 1 The City of Denton Denton, Texas COVER SHEET Request for Proposals RFP 5914 Supply of dependent, elder, and pet services for the City of Denton Name of Organization: Bright Horizons Family Solutions LLC Company Website: www.brighthorizons.com Street Address or P.O. Box: 9901 E. Valley Ranch Parkway, Suite 2015 City, State, and Zip: Irving, Texas 75067 Telephone: (512) 280-7447 Fax Number: (972) 409-7153 Contact Person: Phil Westberry Title: Senior Client Services Director Email Address: phil.westberry@brighthorizons.com Date of Submission: October 28, 2015 Exhibit F ©2015 Bright Horizons Family Solu tions LLC 3 The City of Denton Denton, Texas COMPLETED SOLICITATION CHECKLIST Check when Completed Task to be Completed by Respondent X Exhibit 1 – Pricing sheet X Review Exhibit 2 – General Provisions and Terms and Conditions X Review Exhibit 3 – Scope of Work/Technical Specifications N/A Review Exhibit 4 – Technical Drawings and Plans (if applicable) N/A Submission of Exhibit 5 – FTP Site Form (if applicable) N/A Review Exhibit 6 – Federal Grant Requirements (if applicable) X Cover sheet X Solicitation number X Solicitation name X Firm name X Firm address X Contact name X Contact phone X Contact fax X Website address X Contact email address X Solicitation Checklist X Attachment A- Business Overview Questionnaire X Document how firm meets minimum qualifications (Section 3) X Detail to support evaluation criteria X Attachment B – Exception Form N/A Attachment C – Safety Record Questionnaire (if applicable) X Attachment D – Reference Form X Attachment E – Conflict of Interest Questionnaire Form – with signature X Attachment F - Acknowledgment X Acknowledgment of Addenda X Submission signed by authorized officer, in the order specified below N/A Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to Ebids@cityofdenton.com with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. Exhibit F RFP 5914 Pricing Sheet for DEPENDENT, ELDER & PET CARE SERVICES Respondent's Business Name Principal Place of Business (City and State) ITEM QTY UOM Type of Service Requested City of Denton requested completion schedule Proposed Date if can not meet required schedule: Cost of Service 1 1 EA One-time implementation cost, included all cost related to Professional services, installation, integration, configuration, marketing, training, and travel expenses.2/15/2016 $5,000 2 1 EA Onsite educational training for City of Denton Personnel as needed after implementation (includes travel).4/15/2016 Included 3 1 EA Website training as needed after implementation.4/15/2016 Included 4 1 EA Educational and Marketing materials ( as needed). 4/15/2016 Provided, City to print as needed 5 1 YR Per employee cost to City of Denton for access to ALL services.2/15/2016 $3.06 PEPM* 6 1 YR Recurring operation and maintenance. Include all cost related to licensing and support.2/15/2016 Included Year One Costs (Dependent on # of employees at renewal date)$60,000.00 Year Two Cost (Dependent on # of employees at renewal date)$57,750.00 Year Three Cost (Dependent on # of employees at renewal date)150 uses per year $60,637.50 Three Year Total Cost to the City based upon the number of employees $178,387.50 Section B. Usage Fees (Cost to Employees upon utilization of services) ITEM DESCRIPTION Rate per Visit Rate per Hour Subscription Fee Discounted Rate TOTAL Back-Up Care Child and Elder (Scheduled and Emergency) 6 Employee Co-Pay Center Based Care $15/$25 *NA $15.00 7 Employee Co-Pay In Home Care NA $6.00 $6.00 Long Term Care 8 Employee Discounted Rate at Agency Facility Registration fee waived NA 9 Employee Discounted Rate at Agency Network Facility Up to 10%NA Sitter Database 13 Employee access to child, elder and pet sitter online database- additional employee fee Included in section above $0.00 Total $0.00 $0.00 $0.00 $0.00 $0.00 * $15 per center visit for first child, $25 per family for more than one Bright Horizons Watertown, MA Exhibit F ©2015 Bright Horizons Family Solu tions LLC 4 The City of Denton Denton, Texas ATTACHMENT A: BUSINESS QUESTIONNAIRE 1. Contract Information (for formal contracting purposes): The following information will be used to write a contract, should your firm be selected for award. • Firm’s Legal Name: Our legal name is Bright Horizons Family Solutions LLC. • Address: Our headquarters is located at 200 Talcott Avenue South, Watertown, MA 02472, and our regional office is located at 9901 E. Valley Ranc h Parkway, Suite 2015, Irving, TX 75063. • Agent Authorized to sign contract (Name): The agent authorized to sign this contract is Sandra M. Wells, EVP of Employer Services. • Agent’s email address: Sandra’s email address is swells@brighthorizons.com . 2. Subsidiary of: Our parent company is Bright Horizons Family Solutions Inc. 3. Organization Class (circle): Partnership Corporation Individual Association Bright Horizons is a LLC. 4. Tax Payer ID#: Our taxpayer identification number for Bright Horizons Family Solutions LLC is 62-1742957. 5. Date Established: We were established in 1986. 6. Historically Underutilized Business: Yes or No No, we are not a historically underutilized business. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 5 The City of Denton Denton, Texas 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? Yes, our physical presence within the State of Texas includes our regional office in Irving, as well as 35 child care centers we directly manage throughout the State. 8. Please provide a detailed listing of all products and/or services that your company provides. We offer a variety of services that address working families’ needs throughout all of life’s key stages. These programs are customized to meet each client ’s unique needs and business goals. Our suite of services includes: Urgent and planned back-up child and adult/elder care programs: provides nationwide dedicated or consortium back-up child care centers; back-up programs integrated into full- service centers; center-based and in-home back-up care services for employees’ children and their adult relatives; sick child care services; tr avel care programs; infant transition programs; and conference care services. Regular and ongoing child and adult/elde r care and family support discounts: helps employees balance all of their work/life dema nds through a comprehensive offering that includes priority access and discounted tuition rates to child care centers as well as access to a database where employees can find and secure a dditional services including nannies, caregivers, pet care, senior care consulting, housekeeping n eeds, and tutoring/test preparation discounts. On-site or near-site child care centers: provides dedicated child care centers; centers open to community but offering priority enrollment to client populations; centers are customized to meet the needs of the organization and communi ty and to reflect and respond to the unique culture of the sponsoring organization. College Coach: provides employees with the assistan ce they need to start their children’s education out on the right foot and prepare them for the college admission process; our platform includes workshops, expert counseling, and web-based assistance to ensure employees and their families reach their academic goals. Horizons Workforce Consulting Services: helps our clients craft strategies and implement programs that increase the effectiveness of thei r people practices, support the evolving needs of working parents, and help achieve business goal s, including feasibility and needs assessments; work/life strategic planning; return-on-investme nt analyses; outsourced work/life management; and child care center effectiveness audits. Bright Horizons Special Needs: provides expert guidance through the education maze, helping to minimize associated employee produ ctivity losses. An averag e of 10% of working parents care for a child with special or exceptiona l needs, and on average, these working parents lose five hours per work week to navigating th eir children’s educational needs. Most families remain unaware that the same services they ut ilize through outside sources are available and sometimes better suited to be provided (and fu nded) through schools. By receiving support and assistance in all areas – identifying issues, mana ging processes, and advocating for a child – employees are empowered to make effective choi ces and avoid costly missteps that increase insurance costs. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 6 The City of Denton Denton, Texas EdAssist: helps companies and their employees maximize their education assistance resources through individualized education and financia l advising, expert administration and policy compliance, and a robust network of fully accred ited educational institutions. As the leading provider of comprehensive managed education solutions, EdAssist aligns tuition assistance spending with strategic talent needs to drive business outcomes. LoanRepay: gives employers a powerful way to recrui t, compensate, and retain employees by offering a financial benefit that helps pay down their student loan debt during their tenure with the company. This unique solution includes policy development led by the LoanRepay team, employee financial advising, and an intuitive, web-based administration and user platform. Private elementary schools: provides children with supportive learning environments and dynamic educational experiences that enable them to achieve academic success and develop personal responsibility and integrity. Parent support services: supports the work/life needs of parents, including seminars, parent discussion groups, “lunch-and-learn” sessions, and resource libraries filled with books, videos, and magazines focused on parenting, child development, and achieving work/life balance. SchoolsOUT programs: helps employees balance workplace demands with the needs and schedules of their school-age children such as programs when schools are closed due to inclement weather, holidays, semester and summer breaks, and before- and after-school programs. 9. Has your company filed or been named in any litigation involvin g your company and the Owner on a contract within the last five years under your current company name or any other company name? If so, provide details of the issues and resolution, if available. Include lawsuits where Owner was involved. Conducting business in North America, Europe, and India, with approximately than 26,000 employees providing employer-sponsored child care and early education programs for more than 900 clients, in the normal course of business Bright Horizons does occasionally become involved in litigation. However, there are no judgments, actions, or liabilities, either past or present, which would have any material effect on our ability to conduct business or impact the terms of an agreement with the City of Denton. Our open cl assrooms, low caregiver-to-dependent ratios, stringent policies and procedures, and designation as a mandated reporter have kept claims to a minimum, while also ensuring children's and de pendents’ health and safety. In addition, our comprehensive reporting and incident follow-up pro cesses have kept claims and litigation at a level that is well below expectations in most other businesses. 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No, we have never had a contract ter minated for default or failed to complete a contract during the contract term. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 7 The City of Denton Denton, Texas 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). 12. Has your company implemented an Employ ee Health and Safety Program compliant with 29 CFR 1910 “General Industry Sta ndards” and/or 29 CFR 1926 “General Construction Standards” as they apply to your Company’s cust omary activities? http://www.osha.gov/pls/oshaweb/owasr ch.search_form?p_doc_type=STANDARDS &p_toc_level=1&p_keyvalue=1926 We have implemented steps to comply with all applicable Occupational Safety and Health Administration regulations and have robust saf ety procedures and conduct employee trainings to secure the well-being of employees and children in our care. 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas reside nt by the amount the Texas resident would be required to underbid in the non-resident bidders’ state. In order to make this determination, please provid e the name, address, and phone number of: a. Responding firm’s principle place of business: Our headquarters is located at 200 Talcott Aven ue South, Watertown, MA 02472, (617) 673-8000, and our regional office is located at 9901 E. Vall ey Ranch Parkway, Suite 2015, Irving, TX 75063, (214) 710-2791. b. Company’s majority owner principle place of business: Same as 13.a. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 8 The City of Denton Denton, Texas c. Ultimate Parent Company’s principle place of business: Same as 13.a. 14. Provide details to support the evaluation criteria, including experience and delivery. The City of Denton’s interest in providing depend ent care programs came out of the Innovation Program where employees identified, researched, and recommended programs to improve service process and employee engagement, among other goal s. You are not alone in identifying dependent care supports as a key employee need, but it is more than that. With the current and worsening labor shortage, forward thinking organizations are turnin g to dependent care programs to differentiate themselves from the their labor competition. Of those named to FORTUNE Magazine’s “100 Best Companies to Work For,” we support 53 organizati ons with work/life solutions, as well as 84 organizations named to Working Mother Magazine ’s “100 Best Companies for Working Mothers” list. Our solution, Bright Horizons Care Advantage, w ill strengthen your benefits package to improve recruitment and retention efforts, engagement, re silience, overall employee well-being, and sustained productivity, and provide the business continuity re quired by your taxpayers. In addition, like most of North Texas, the City was hit hard with the icy conditions of last winter, and experts are predicting another eventful winter. Having your em ployees available to provide the critical services of your customers, and not worry about closed sc hools, child care centers, and caregivers’ ability to provide back-up care is a service continuity issue. Personal challenges that distress employees, direct ly affect the City. Ever y employee manages – as best as he or she can – an array of personal and professional demands that include work schedules, deadlines, family life, child care, elder care, etc. When not properly managed or supported, these demands often increase employee stress and can take an enormous amount of time and thought to straighten out—therefore, bandwidth is redirected to these issues, resulting in loss of engagement, loss of productivity, and increased absenteeism at work. Information released by the U.S. Bureau of Labor Statistics supports this – 2.8 million workda ys are lost annually to unplanned absences – affecting the employee, the employer, and co-w orkers. However, employers who take action by implementing Bright Horizons Care Advantage incr ease employees’ ability to manage life stressors. Compliance with Specifications, Quality, Reliability, Characteristics to Meet Stated or Implied Needs Based on our understanding of the City’s goals, from multiple meetings as well as the Request for Proposal, we believe that we are the best partner for you. Bright Hor izons Care Advantage is a one- stop solution that provides employees with a wide arra y of support services that facilitates balance of family and personal demands, thereby decreasing absenteeism and increasing the time and attention they can direct to work. What this means for you is providing an affordable benefit that meets employees’ needs by getting them to work and empowering them to be productive and innovative, while allowing you the means to exceed resident ex pectations. This holistic dependent care strategy will ease your pain points by providing 100% co verage for meeting employees’ life stressors and distractions. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 9 The City of Denton Denton, Texas Back-Up Care Additional Services Urgent and planned back-up care for children and adults/elders (through the Back-Up Care Advantage Program ) Ongoing and long-term services for children, adults/elders, pets, and housekeeping (through Bright Ho rizons CareDirect) Center-based (well) and in-home (well and mildly-ill) care for children In-home care for adults/elders Available throughout the U.S. regardless of employee’s and dependent’s location Telephonic, mobile, and online access Fully staffed (90+ care consultants), award winning call center available 365/24/7 Care consultants remove burden by identifying and securing care options Supports business continuity through our add-on program Crisis Care Assist at no additional cost Up to ;; uses per employee annually with nominal copay Membership to online national database (powered by Sittercity) of child and adult/elder caregivers, pet care, housekeeping needs Access to YearsAhead senior care consulting and elder care service referral (telephonic and online) Preferred enrollment with waived registration fee into community-based Bright Horizons-managed centers Tuition discounts available at select partner centers Discounted tutoring and test prep services through BrightStudy Unlimited use with user negotiating and bearing full cost of care Indicators of Probable Performance Under Contract How does Bright Horizons Care Advantage differ fr om other programs marketed similarly to ours? Some providers can talk about what they can do, while others piece together different components to mimic our program. As the pioneers in empl oyer-sponsored child and dependent care, we have been in business for almost three decades, and serve more than 900 clients representing a multitude of industries including government, higher educ ation, healthcare, for-pr ofit, and not-for-profit organizations. Locally, we provide the same serv ices for 14 North Texas companies including Alliance Data, Santander, UT Southwestern, Park land Hospital, Pioneer Natural Resources, and others. This has provided us with direct experience in cust omizing programs to fit clients’ needs, a , as well as the financial stability necessary to secure their trust in our ability to provide for them today and into the future. What does this mean for you? Only we can offer the City the most established and utilized back-up care service in the industry. With more than actual days of care provided in 2014, we have deli vered more direct care than any other provider in the industry today. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 10 The City of Denton Denton, Texas Price, Total Cost of Ownership The City is interested in a dependent care progra m that not only meets the minimum qualifications of the RFP, but is also affordable. We also encour age you to consider that the mark of a successful benefit program is also utilization. With Bright Ho rizons Care Advantage, your employees will have the ability to obtain 10 uses of urgent and planned back-up care for children and adult/elders for a nominal copay ( . For all other needs, including nannies, senior care consultation, pet care, and housekeep ing needs, they will have free membership to an online caregiver database (powered by Sittercity) with unlimited basic background checks. A dedicated account manager will monitor the progra m’s success, and provide marketing information to increase employee knowledge of the service and utilization. At Bright Horizons, our core competency is prov iding the highest quality dependent care services, helping clients’ employees achieve balance and ov erall improving our clients’ bottom lines. We are confident that our comprehensive dependent care strategy, experience providing back-up care commitment to quality, and overall approach will benefit the City, your employees, and their families. 15. Provide details on how firm meets the mi nimum qualifications stated in this Main document Section 3. a. The details must be comple ted on this form, and shall no t point to another document in the respondent’s proposal. • Three (3) years of experience provid ing similar products or services. We have provided center-based back-up child care since 1992 – nearly 25 years! Over the years our back-up program has evolved – we started our na tionwide back-up care program in 1998, and expanded it to include in-home care options fo r children and adult/elders in 2006. Our program includes more than ), and is supported by our 24/7/365 award-winning call center, a back-u p call center, online platform, and mobile app technology. • Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. We provide back-up care for 12 go vernment entities, all of whom are federal, and most of whom employ thousands of people. For our referen ces regarding our services for similar sized organizations, as well as how we operate in the greater Dallas-Fort Worth Metroplex, we have provided reference information for the U.S. Depa rtment of the Treasury, UT Southwestern Medical Center at Dallas, and Plaza Medical Center (Fort Worth). Exhibit F ©2015 Bright Horizons Family Solu tions LLC 11 The City of Denton Denton, Texas • The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. We are licensed to do business in the State an d have provided services in Texas since 1993. • Supply State of Texas licensed childcare/e lder care facilities and/or providers. The centers and in-home agencies that we partner with are licensed according to the states they operate in, including the centers we manage and our center-based and in-home network partners in Texas. • Provide all three (3) services, child care , elder care and pet services to City employees in the North Texas area. The City will not accept proposals that do not include all three service needs. Bright Horizons Care Advantage offers all of th ese services, including supplementary services at no additional costs. Following is an overview of the additional services offered through Bright Horizons CareDirect for regular care solutions: Center-Based Child Care (Ages subject to center’s policies / typically 6 weeks to 6 years) Preferred enrollment at Bright Horizons centers Tuition discounts at partner centers Babysitters, Nannies, Caregivers, and Housekeepers (All ages – from infants through elders) Caregivers for regular and non-urgent adult and child care Elder Care Planning Support (Adults and elders) Elder care planning support through Years Ahead and Long Term Solutions Pet Care Care for pets BrightStudy Discounted tutoring and test prep for all ages • Submittal documents including a cover sh eet, Solicitation Checklist, Attachments A -F and Exhibit 1, per the me thod described in SUBMITTAL INSTRUCTIONS. All submittal documents are included in our response, as requested in the RFP. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 12 The City of Denton Denton, Texas b. Sign below and return form with final submission. I certify that our firm meets the minimum qualificati ons as stated in this Main document, Section 3. Bright Horizons Family Solutions LLC 10/28/15 Signature Company Date 16. Organizational Qualifications/Background a. Provide a brief perspective of your orga nization, including your company’s history and experience providing planned, occasio nal, and unplanned emergency back-up care. Include in your description your experience working with government agencies, and employers with approximately 1,500 employees. Bright Horizons has a vibrant history that has always been focused on developing and managing employer-sponsored dependent care programs and work/life solutions. Founded about 30 years ago, we are recognized as the pioneer of employer -sponsored child care services. Our founders’, the husband-and-wife team of Roger Brown and Linda Mason, mission was to provide innovative programs that help children, families, and emplo yers work together to be their very best. They communicated the mission, vision, and values of the start-up company so effectively that clients and the best and brightest talent in the field of early childhood education partnered with the company. Our practical experience with employer-sponsored child care and our ongoing research into work/life issues enabled us to develop a unique approach. As our client partnerships evolved and our resources deepened, our scope of services expanded to meet the broader needs of employers and their workforces— including the development of back-up dependent care and support for all the household needs of employees. Bright Horizons has played a significant role in the development of the concept of back-up dependent care. We began designing mildly-ill child care programs for clients in 1987 and opened our first mildly-ill child care program in 1989. Also in 1989, we were selected to manage the first-ever empl oyer-sponsored back-up care program for Boston-based law firm Goodwin Procter. In 1992, we not only developed our first back-up care program within a full-service center, but also opened the first dedicated back-up care center in the country for our long-time partner, JPMorgan Chase, for whom we now operate 15 dedicated ba ck-up care programs. We were the first company to achieve accreditation in a back -up care center from the National Association for the Education of Young Children (“NAEYC”). As the years have progressed, workforce dynamics have continued to shift. Working families are increasingly seeing a new kind of caregiver stress, not only caring for child ren, but also for aging parents and family members. Care is often needed outside traditional center-based operating hours, and distributed workforces and family members ha ve widened the geographic demand for support. As the workplace landscape has evolved, Bright Hori zons has adapted our offerings to continue to meet the needs of the workforce. Our Experience Providing Dependent Care: 724 clients from all industries and employee sizes 12 government entities 33 with employee counts of 1,300 – 1,600 Exhibit F ©2015 Bright Horizons Family Solu tions LLC 13 The City of Denton Denton, Texas We started our nationwide network back-up care program in 1998, and in 2006, we created the Back- Up Care Advantage Program, adding in-home care options for ch ildren and adults/elders, as well as developing strategic partnerships with other quality providers to enhance the reach of our network of center-based care. Strategic acquisitions such as Work Options Group (a provider of nationwide back-up care with 17 years of experience), an d Children’s Choice Learning Centers (a national provider of employer-sponsored centers, many of which offer get-well suites for mildly-ill children), as well as our partnership with Sittercity, the leader in web-based, self-service dependent care, have strengthened the care capabilities of Bright Horizons. Today, our back-up care program covers more than lives. With a dedicated call center, employees can reserve care for their loved ones 24 hours per day, seven days per week, 365 days per year. In addition, the expansion of our service offerings now provides employees with access to proprietary technology that helps families self-select care solutions from afterschool care to pet care, as well as provides resources and benefits for full-service child care across the country. b. Describe what differentiates you from other back-up care service providers. Reduced risk, high-quality providers, and availabili ty of care. Only we can offer the City the most established and utilized back-up care service in the industry. With more than actual days of care provided in 2014, we have delivered more dir ect care than any other provider in the industry today. With that as the foundation of our expert ise, we have highlighted the following additional differentiators: Dedicated Call Center: Dependent care is all about people. Many of our customers strongly prefer to someone live when making reservations – approximately 70% of all requests are made via the phone. Our 24/7/365 dedicated call center is staffed with more than 90 care consultants who guide employees through the entire process, from registration to reservation, and take on the responsibility of identifying care options and ultimately securing care. Care consultants are extensively screened for excellent customer service skills, adaptability, and technical aptitude; and trained on our services, policies, call-handling skills, processes, metrics, and our customer relationship management. Each care request is tracked, reviewed, and checked for quality control. Our performance in meeting call center effectiveness and efficiency metrics like these have resulted in our recogniti on as a BenchmarkPortal “Certified Call Center of Excellence” for the fifth consecutive year in 2015 (and named twice to their “Top 100 Call Center” list). Longevity Providing Back-Up Care: We have a vibrant history that has always been focused on developing and managing employer-sponsored dependent care programs and work/life solutions. Founded three decades ago, we are reco gnized as the pioneer of employer-sponsored child care services. As our client partnerships evolved and our resources deepened, our scope of services expanded to meet the broader needs of employers and their workforces—including the development of back-up dependent care 26 years ago. Today, we provide back-up care to more than 724 clients and our program cove rs more than . Financial Stability: With a healthy balance sheet and strong cash flow position, we have uninterrupted year-over-year revenue, and adjusted EBITDA growth for each of the last 15 Exhibit F ©2015 Bright Horizons Family Solu tions LLC 14 The City of Denton Denton, Texas years despite broader macro-economic fluctuat ions. Our finance department and internal controls structure are designed and managed to comply with the requirements of Sarbanes- Oxley regulations, and we are public co mpany, listed on the NYSE as BFAM. Consistent Leadership: With an average tenure of 21 years, our senior leadership is comprised of accomplished professionals who represent leading voices in education, business development, and positive people practices, tasked to ensure that we fulfill our mission. They provide counsel and expertise, shaping and enhancing educational strategies, programs, and systems in every center we manage. They command our customer service expectations and lead by example. 100% Coverage Nationwide: Bright Horizons’ Care Advantage represents one of the broadest and deepest dependent care solutions with persona lized care available 24/7/365. We have 100% coverage nationwide and offer a variety of care options to meet the needs and preferences of your families. We take the burden off employees in securing urgent back-up care for a child or adult/elder dependent, with our fully staffed ca ll center, and we make it easy for employees to self-source care through Bright Horizons CareDir ect to provide a fast and easy solution for all kinds of other family and pet care needs. In a ddition, Bright Horizons CareDirect also provides employees with senior care consulting, discounted access to many of our network partners’ full- service child care centers, and priority enrollment to select Bright Horizons’ child care centers. High-Touch Accessibility: In addition to our dedicated call center, employees can request care electronically through two avenues. First, emplo yees can access a customized landing page where they are directed to the program for their current needs – either the Back-Up Care Advantage Program or the Bright Horizons CareDirect platform. They can register dependents and request care for urgent and planned back-up care through the Back-Up Care Advantage Program website, and the Bright Horizons CareDirect website makes it as easy as possible, providing tools that help employees define their care needs and narrow down their search. With the click of a button, employees can perform basic or advanced back ground check on potentials caregivers, read reviews, request references, or post jobs. Second, care can be requested and reserved via IPhone and Android devices, allowing users even gr eater choice in the palm of their hand. Network Partnership Quality Control: Our reputation is maintained by taking deliberate steps in regards to recruiting and screening partners who meet our stringent quality standard requirements. Once vetted by our provider relati ons team, they are invited to join our network. We support our network by provid ing training and resources to ensure that our expectations for quality continue to be met. In addition, we pa rtner with select centers and in-home providers through our Priority Partner program. These Priori ty Partners are exclusive to Bright Horizons and are not available through any other back-up care program. In 2014, approximately 90% of care in our extended network took place through a Priority Partner. Dedicated Account Management Team: We provide one point of contact for service and support. The City will have a dedicated and ex perienced account management team, led by Client Relations Director Mandy Smith (located in Grapevine) that will provide on-going client support. She is supported by Vice President of Client Relations Jaime Nelson, who provides strategic oversight and account leadership. Our c lient relations directors work closely with our clients to ensure our programs meet or exceed their expectations. Business Continuity Support: Bright Horizons Care Advantag e’s business continuity add-on program, Crisis Care Assist, helps employers su pport their employees in times of crisis. When Exhibit F ©2015 Bright Horizons Family Solu tions LLC 15 The City of Denton Denton, Texas triggered, we implement Crisis Care Assist with in 24 hours, for a pre-determined duration of time. During a time of crisis, unexpected high de mand for care can affect our network providers. This program gives employees the option of s ecuring care on their own, whether through a licensed provider or personally arranged caregiver (i.e., relative, family friend, babysitter, etc.), and reimburses them for the cost, up to pre-d etermined amounts. The program also facilitates care any time of the day or night and for any duration necessary. Through this program, we have provided care for employees during some of the country’s biggest natural disasters including the recent snow storms in the Northeast, Georgia’s ice storms, Hurricanes Sandy and Irene, floods in Colorado, and tornadoes in Oklahoma. Bright Horizons CareDirect Quality Assurance: When a person applies to become a caregiver on the Sittercity website, Sittercity condu cts a preliminary verification of the caregivers identity. This includes an identification check, a search against the national sex offender registry, and a human profile review. Employees can run unlimited basic background checks on any caregiver at no cost. The basic background check includes a search on name, current address, previous address, and social security number . The caregiver’s profile indicates when a background check has been conducted. Supplem entary checks are available at discounted pricing, including a motor vehicle record check and enhanced background checks. The database also makes it easy for families to read reviews fr om others who have used that caregiver, request and contact references, and filter potential care givers for preferred qualities (such as experience caring for children with special needs, tutoring experience, etc.). The care giver’s profile indicates if an enhanced background check has been c onducted, including the date completed, and this information is then available to other potential care recipients at no additional cost. In addition to these differentiators, we have included a provider comparison checklist to assist the City in identifying each competitor’s abilities and evaluation of services, located in Appendix A. c. Indicate any changes in senior leadership the past five years. Bright Horizons brings to the City a team of experi enced and tenured leaders. Our senior leadership is comprised of accomplished professionals who re present leading voices in education, business development, and positive people practices, tasked to ensure that we fulfill our mission. They provide counsel and expertise, shaping and enhanc ing educational strategies, programs, and systems in every center we manage. They command our customer service expectations and lead by example. With an average tenure of 21 years, our leaders have been integral to our evolution. Among our senior leadership team, we have experienced only a few changes that reflect life events and/or our company’s growth: 2015: After 23 years with the Company, COO and President Mary Ann Tocio retired at the beginning of Q3. At that time, Executive Vice Pr esident of U.S. Center Operations Mary Lou Burke-Afonso, an 18-year Bright Horizons v eteran, assumed overall leadership for center operations in North America, while Chief Deve lopment Officer Stephen Kramer has continued to lead our operations overseas and maintain hi s responsibility for the global growth strategy and the Back-Up and Educational Advising service lines. 2014: Stephen Kramer was promoted to Chief Development Officer (17 years with the Company), and Judy Oliva was promoted to Senior Vice President of Operations (24 years with the Company). Exhibit F ©2015 Bright Horizons Family Solu tions LLC 16 The City of Denton Denton, Texas 2010 and 2011: Planning for the retirement of Senior Vice President of Operations Jackie Legg began in 2010, with the identification of Le slie Spanier and Tammy Chuprevich to assume greater operational leadership responsibilities. Having successfully served as division vice presidents of operations divisions, Leslie and Tammy were promoted to our leadership team and began training for their roles as senior vice pr esidents over the course of the next year, culminating with Jackie’s retirement at the en d of 2011. Leslie assumed Jackie’s oversight responsibilities for full-service center operations in the Western U.S., while Tammy began leading our full-service center operations teams in the Eastern U.S. This change enabled Susan Brenner to focus solely on Bright Horizons’ education department. d. Identify your proposed account manager, including: name; location; and length of employment with your organization pr oviding account management for employer services. Client Relations Director Mandy Smith will work clos ely with the City to tailo r the program to meet employee needs, establish protocols for sustaining ongoing program flexibility and cost efficiencies, and help establish the City’s strategic goals. She is located in Grapevine, Texas. As Client Relations Director, Mandy primary role is to partner with clients by fostering strategic relationships, and retaining and growing business th rough back-up care and College Coach services in Dallas, Houston, and Austin. Based in the DFW Metroplex, she has a strong background in account management, client relations, and customer service. Her previous work experience includes more than seven years at Iron Mountain in a variety of roles and more than two years at Beryl Health as an account manager. She graduated fr om the University of Texas at Arlington with a communications degree in public relations. 17. Program Service/Solution Details a. Describe your proposed solution and how it best meets the needs of the City and its employees. Bright Horizons Care Advantage is a holistic depend ent care strategy that eases clients’ pain points by meeting employees’ life stressors and distractions through two comprehensive avenues: Urgent and planned back-up ca re for well and moderately i ll children and adults/elders (through the Back-Up Care Advantage Program ): This meets the needs of drop-in care, emergency back-up care, and sick child care. Taking the burden off the user, this program offers telephonic and online access to our high quality network of child care centers and in-home agencies, ensuring that your employees get to work on time and stress-free. This program is employer-subsidized and easy to access, so empl oyees use it when they need it employees pay only a modest co-pay for care and are provid ed 10 annual uses depending on your choice. – A key metric of any dependent back-up ca re program’s success is utilization. When organizations bear the majority of the cost of care and require families to pay nominal co- pays, the program is likely to see higher utilization. Conversely, when employees are expected to bear the full cost of care or high co -pays, the program is less likely to be utilized as they may be encouraged to stay home rather than return to work. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 17 The City of Denton Denton, Texas – We recommend charging families a nominal co-p ay of . Additional charges apply for medical care. Co-pays are collected through the call center via credit card, debit card, or electronic bank acco unt withdrawal (EFT), and are charged the day after care is provided. Ongoing and long-term services for children, adults/elders, and pets (through Bright Horizons CareDirect): This program offers access to an online national database (powered by Sittercity) of child and adult/elder caregivers; pet care; senior care consulting; and homework and tutoring assistance. In addition, Bright Horizons CareDirect helps connect your employees with quality care through preferred access into community-based Bright Horizons centers, and discounts for a variety of family supports. Because the cost of care is decided on and paid for by families, access is unlimited. – Full-time child care tuition discounts ► Registration fee credit at Bright Horizons cente rs after 30 days of enrollment (up to $250 value) ► Up to 10% family discount (for children 2 years and older); available at hundreds of participating partner child care centers – Home-life support ► Pet care ► Housekeeping – Tutoring and test prep di scounts through BrightStudy ► Discounted tutoring and test prep for students of all ages ► Up to 10% off ACT, SAT, PSAT, and AP exam instructions and practice tests ► Flexible online and in-person options ► Personalized action plans to meet academic goals ► Assistance in academic subjects ► From Revolution Prep and College Nannies and Tutors – Adult/elder support resources (Years Ahead) ► Self-service website offering an elder care assessment tool, educational content about elder issues, and resource and referral options ► Free live telephonic consultation by Senior Care Advisors – Long-term elder care discounts ► Discounted consultation and resources ► Telephonic assessment with a Care Coach ► In-person elder care evaluation and assessment ► Elder care planning resulting in a custom long-term care plan ► Follow-up care consultation Exhibit F ©2015 Bright Horizons Family Solu tions LLC 18 The City of Denton Denton, Texas ► Access to online knowledge base through Long Term Solutions Whether your employees are experiencing a breakdown in their normal child care, looking for an after-school sitter, need a companion for an aging loved one, seeking someone to walk the dog, or are looking for help finding or affording regular child care—we are here to help. b. Describe your experience implementi ng similar programs for organizations. Providing back-up care for 724 clients, we have managed the reservation process, consulted on preferences, and placed more than two million children and adult/elders in care arrangements since 2006. This experience provides us with a unique understanding of the dynamics, challenges, and opportunities that shape the industry. c. Describe the care options and network o ffered to our employee population, including the ability to meet the needs of our workforce in North Texas. Bright Horizons Care Advantage will provide your employees with dependent care services that best meets their needs and locations. Urgent and Planned Back-Up Care (Child and Adult/Elder) For urgent and planned back-up care needs, the Back-Up Care Advantage Program leverages an exclusive, nationwide network of options, including: Bright Horizons-managed child care and early education centers; high-quality partner centers; an d trained, credentialed, and experienced in-home dependent care providers. Program Details Bright Horizons- Managed Centers Partner Centers In-Home & Nanny Agencies Ages served Infants–School-Age In fants–School-Age Infants–Adults Types of services Well Well Well and Mildly Ill Types of care settings Center Center Home Number of locations Under the Back-Up Care Advantage Program , employees can search for centers online based on a self- selected mile radius from a designated zip code. Employees are also able to reach our dedicated call center 24 hours a day, seven days a week, 365 days a year. Ongoing and Long-Term Needs We also have exclusive partnership with Sittercity for ongoing and long-term need solutions. Through Bright Horizons CareDirect, your employees have unlimited access to an online national caregiver database including child care sitters and nannies, adult/elder caregivers, pet care, homework assistance, and housekeeping services. Pet care services include pet sitters, groomers, trainers, and personalized care for dogs, cats, birds, fish, horses, farm animals, reptiles/amphibians, exotic pets, and small mammals. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 19 The City of Denton Denton, Texas The advanced matchmaking technology provides direct on-line access to more than three million caregivers, 24 hours a day, 365 days a year. This service enables individuals to self-select caregivers that have the unique qualities they need. In addition, our program provides a financial savings to employees with free basic background checks and discounts off additional screening options. Access to this database costs $140 a year to the general public, so providing free, unlimited use for City employees is a valuable benefit. Also available through Bright Horizons CareDirect, Years Ahead is an adult/elder care self-service website offering an elder care assessment tool, educational content to help families navigate eldercare issues and resources and care referral options through Sittercity. Years Ahead also includes free live telephonic consultation by Senior Care Ad visors who can work with employees and refer care seekers to its nationwide network of in-home and facility-based agencies that offer elder care services. The network includes in-home heath care options, independent living facilities, assisted living facilities, memory care, and nursing homes. The additional value of our center, in-home agencies, and Sittercity partnerships, is the ability to provide the most robust coverage and depth of dependent care services in the employer-sponsored care industry, providing 100% cove rage for City families nationwide. d. Detail your process for recruiting, sel ecting, and screening back-up providers for your network. Include any ongoing training and support you might provide to your network. To ensure the quality of our network, we employ a team of provider relations specialists who are dedicated to recruiting, credentialing, screening, and monitoring providers. We look for providers that share our commitment to quality, perform extensive reviews to ensure that background checks and screening of all potential caregivers are in line with our expectations and local licensing requirements, and then consistently monitor the network for performance. All providers are contracted directly with Bright Horizons, many exclusively. In the event we identify areas where our caregiver supply is not sufficient to meet client demand, our dedicated provider recruitment te am is engaged to ensure providers are recruited and added to meet needs. For the provision of in-home care services across the country, we only work with in-home or nanny agencies that employ their own caregivers and follow industry standards for background checks, credentialing, and training. For center-based care, our network is comprised of Bright Horizons’ high-quality centers, NAEYC- accredited centers operated by other providers, and centers that operate at teacher/child ratios and with teacher qualifications that could be accredit ed by NAEYC. All of these centers must conform to local licensing requirements for background check s and screening of criminal history, etc. All providers in the network are required to submit va lid licenses and certificates of the insurance they carry. Bright Horizons has exclusive partnerships with many of our partner providers and 90% of all back-up care use in 2014 occurred with providers exclusive to us. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 20 The City of Denton Denton, Texas Once providers are thoroughly screened, confirmed, and under contract, we remain in close contact with them for ongoing monitori ng using a variety of methods to ensure high-quality experiences every time employees use the program. These include: Yearly documentation updates associated with licensure, insurance, background checks, etc. Training opportunities for center directors and their employees. Distribution of monthly newsletter including tips, best practice case studies, notifications of upcoming busy seasons, client promotions, etc. Online self-service presentations on training, prog ram updates, new clients, and best practices. Follow-up on employee evaluations, suggesting trai ning or other corrective actions as needed. Comprehensive Training Years of experience understanding the nuances of providing employer-sponsored back-up care has allowed us to develop proprietary training modu les to ensure that our provider-partners are knowledgeable and able to provide high-quality back -up care to our clients and their employees. Our training modules include: Center-Based Care Specification of center qualifications Back-up care policies and procedures Center intake and processing requirements/ expectations of families Staff preparation for positive integration of the child into the classroom Reporting requirements Service level expectations Passing score on the Bright Horizons competency exam In-Home Providers Back-up caregiver qualifications, credentialing, and screening Positive caregiving behaviors In-home care expectations of families Nuances of providing back-up care for children, adults, or elders Reporting requirements Service level expectations Passing score on the Bright Horizons competency exam e. Based on your knowledge of our industry through this RFP, indicate whether you feel the City would benefit from explorin g other work/life programs not included in this project. While federal government entities have started providing dependent care solutions for their employees, only progressive municipal entities (such as the City) are beginning to start the process. There are a few work/life programs that we believe will benefit not only you, but your employees as well. Previously described on pages 5 and 6, these programs include a full-service child care center dedicated to support the needs of City employees and address the lack of high-quality care in Exhibit F ©2015 Bright Horizons Family Solu tions LLC 21 The City of Denton Denton, Texas Denton, tuition reimbursement management th rough EdAssist, and LoanRepay services. In addition, you also have the abilit y to enhance the Bright Horiz ons Care Advantage program by including educational assistance and advising through College Coach and support for children with special needs, for an additional cost. f. Describe your service model and the numb er of visits included in the model. Include cost associated for visits that exceed the model. For urgent and planned back-up care, employees w ill have annual uses. Because this care is employer-sponsored, there is a nominal co-pay of fo r in-home child and adult/elder care. If an employee has met their use allowance, but are still in need of care, the City can allow extra uses, which will cost the same co-pay for the employee, and count against your to tal uses. For all other care, employees have unlimited access to our on line caregiver database (powered by Sittercity), where they can post jobs/search caregivers for care needed (child, adult/elder, and pet), negotiate, and pay for the cost of care. As described in the pricing sheet, you will have total uses of back- up care per year and unlimited usages of the Bright Horizons CareDirect program resources. 18. Client Relationships a. Describe how your organization wi ll manage the account and implement the proposed program. Include information about the systems and/or mechanisms that will be used to monitor the program. Bright Horizons makes management of the selected programs as easy, streamlined, and effective as possible. We will work closely with the City to establish ongoing and consistent communications, and tailor the program to meet your employees’ needs and to establish protocols for sustaining ongoing program flexibility and cost efficiencies. We will provide you with a single point of contact (Client Relations Director Mandy Smith) for customer service, and support your program with robust teams of experts in implementation. Begi nning with the service launch and throughout the relationship, the client relations director will serve as the single point of contact and ensure that your needs are met and concerns are a ddressed on an ongoing basis. Preparing for Program Launch We will roll out the program including establishing eligibility procedures, website development, training human resources teams, and developing appropriate employee communications to announce the new benefit. Once the program is established, we will develop a customized, the City- approved marketing plan to ensure your emplo yees are aware of the program as needs arise. Mandy will then establish a schedule for regular reporting and meetings. These meetings can occur as frequently as desired and will vary from on-site meetings to teleconferences. Typically, we collaborate with a primary client liaison, appointed by the City, to set objectives and expectations for the program, utilization reporting, developmen t and implementation of ongoing marketing strategies, and identification of possible training opportunities to help key management staff to better understand and promote the value of the benefit. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 22 The City of Denton Denton, Texas Program Implementation Our process includes an initial project kick-off meet ing, in which your representatives meet with our project team to begin to customize a comprehensive and collaborative timeline and marketing approach for the launch of your new dependent care program. The implementation team, led by Mandy, will collaborate with you to ensure a smoot h, strong start to the program. This process includes six areas of concentration: IT and Administration: eligibility file creation and transmission, registration process, employer portal set-up, invoicing procedures, and contractin g process (as applicable to selected programs) Marketing: creating marketing plans to promote the program Training: creating a training plan to ensure appropriate human resource contacts and other key personnel are well-versed in the program offerings Public Relations: coordination of external communication efforts to highlight your provision of these innovative employee benefits Goal Setting: coordination between you and our client relations team to ensure the success of the program on an ongoing basis is me asured and managed appropriately On an ongoing basis, the City will be provided wi th timely, topical marketing materials for use in promoting Bright Horizons Care Advantage. b. Describe the reporting processes your organization will utilize to communicate information to the City. Provide sample reports. We will provide utilization reports for Back-Up Care Advantage Program services to the City on a monthly basis, and an annual review of overall Bright Horizons Care Advantage utilization. Our proprietary management information system facilitates sophisticated, advanced tracking of data and flexible reporting. With an extensive list of data elements available, we are able to analyze registration and demand (utilization, cancellations, and turn-aways) by many factors includ ing provider, location, age mix; line of business; job title or category; as well as by peak and non- peak time periods. Reports are cr eated to show detailed utilization happening in each component of the program (center-based care, in-home care, mildly-ill care, child care, adult/elder care, etc.), so you can fully understand how, where, and why the program is utilized. Because our system compares historical use by employees’ reasons for use, it allows us to provide you with accurate co-pay reporting. Reports can be consolidated to show a variety of statistics and data points for all components of the Back-Up Care Advantage Program for a given time period, as well as by program type or location. The City can request detailed, Figure 1: Monthly Back-Up Car e A dvantage Progra m utilization reports and annual reviews highlight Bright Horizons Care Advantage usage. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 23 The City of Denton Denton, Texas specific information about current and past utilization of the program; our system is able to retrieve the information, analyze the data, and present it back to you in a straightforward, easy-to-read report. We will work with you to determine any additional types of information to be gathered, the frequency of the reports, and the protocol for gath ering information to best meet the organization’s needs and expectations. Additionally, you can reques t customized reports at any time. With many years of experience providing customized reports for national multi-site and network program clients, we are uniquely suited to provide you with accurate and timely information. See Appendix B for a sample, blind utilization report. c. Describe your organization’s proce ss for determining and maintaining employee user satisfaction. Provide a copy of your standard satisfaction survey and your most recent client satisfaction ratings (including the scale that is used to measure satisfaction levels and the da te the survey was completed). One of the primary tools we use to monitor pe rformance is our routine employee surveys. We conduct follow-up satisfaction surveys with all employees who utilize the Back-Up Care Advantage Program . Employees are sent a link to an online sati sfaction survey. The survey questions capture information on the entire process: from making reservations through the care experience. Depending on the type of care they utilized, the employee is also asked to rate a variety of factors specific to their experience, such as: Quality of care provided Caregivers/staff performance Care environment Responsiveness to inquiry Registration and reservation process Each survey is reviewed and the results are entered into a central database for analysis and evaluation. In 2014, 95% of users were sa tisfied/extremely satisfied with the Back-Up Care Advantage Program ; and 96% would recommend the Back-Up Care Advantage Program to a coworker. One survey respondent stated, “I think this is an extremely important benefit and has been incredibly valuable to me and my family. And, I know the care is top notch for my children when we need back-up. And the flexibility of options and locations is great.” A copy of our customer satisfaction survey is in Appendix C. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 24 The City of Denton Denton, Texas 19. Administration a. Describe the employee experience for re gistration, reservation, and use of the proposed services. Indicate whether employ ee can register and reserve care online and/or by phone. When care is needed, City employees access a customized landing page where they are directed to the solution for their current dependent care n eeds and/or call a care consultant at our award- winning 24/7/365 call center to arrange care. The fo llowing is a screenshot of the landing page: Exhibit F ©2015 Bright Horizons Family Solu tions LLC 25 The City of Denton Denton, Texas The experience for securing care is as follows: Registration: Employees are encouraged to register in advance for the prog ram to ensure that their personal and family information is on file and they have received additional information about the program. We can help them register personally through our customer care center, or they can register online. Care Request: When employees need care for a specific in stance for a child or adult/elder, they call our toll-free number or submit a request onlin e. (Urgent requests are typically responded to within four hours.) If their need is for longer -term care, or they are seeking advice or resources for caring for their adult/elder dependents, they are directed to the appropriate online resource. iPhone and Android applications are also available to allow users even greater access. Below are sample screenshots of the back-up care mobile application: Consultation: Employees seeking urgent care resources speak with back-up care consultants who collect information about the person(s) needin g care (name, age, location, special needs, etc.) and discuss the options and nuances of te mporary care. Employees looking to self-select care leverage our proprietary matching technology that helps families find the care they need – whether that care is for a child, a pet, or their adult/elder. Search: Back-up care consultants search for appropriate and available urgent care providers (either center-based or in-home, depending on the situation) choosing from centers and agencies that have all partnered with Bright Horizons to provide an established quality of care. Employees seeking their own care needs utilize ou r online resources to search through potential caregivers and centers, narrowing the choices by filtering results and establishing preferences. Scheduling: The back-up care consultant presents employees with options, and then schedules urgent care needs, sending email confirmation of the arranged care. Employees self-selecting care review potential caregivers’ qualifications, read reviews, perform background checks, and schedule interviews to determine which caregi ver best suits their requirements, and then establish the care arrangement that works best for their needs. Education: Consultants and program websites equip employees with tips, checklists, and other resources to ensure successful care experien ces, and additional education is available for particular types of care, such as assessing th e care needs of adults/elders, or requesting consultation on those needs or potential care placements. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 26 The City of Denton Denton, Texas Evaluation: After care is provided, employees recei ve a request to complete an evaluation survey via email, requesting feedback on the prog ram and the specific caregivers. Families using our self-selected care resources are encouraged to leave feedback for other families. If by phone, detail whether calls are receiv ed by a dedicated call center, location(s), hours of availability to reach a live re presentative, and numb er of contact center employees dedicated to back-up care placements and service. Bright Horizons owns and operates our own dedicated call center in Broomfield, Colorado, which is staffed with 90 trained consultants who locate and secure care, 24 hours a day, seven days a week, 365 days a year. Because all care requests at Br ight Horizons are important, they are tracked, reviewed, and checked for quality control. We are proud of the success and accolades awarded to our primary call center in Broomfield, Colorado, including recognition by BenchmarkPortal as a “Certified Call Center of Excellence” for the fifth year in a row in 2015. We also contract with a back-up call center in Raleigh, North Carolina, to ensure business continuity in event of emergency or if demand exceeds our primary call center’s capabilities (i.e., natural disaster, high volume times, etc.). We encourage you to call our reservation center at 877-BH-CARES at any time to verify. b. Describe how requests are ha ndled during off-business hours. Customer care consultants are available 24/7/365 to ensure that we can be available for your employees whenever they need us. They will follo w the same process as during business hours. c. Describe the breakdown in responsibility for employee to secure care versus your organization securing care in the proposed programs. Bright Horizons Care Advantage is designed so that the service can be custom-tailored to suit the City’s particular needs and budget parameters. When care is needed, employees have two routes to request care. They can do so electronically or telephonically. If electronically, parents can access a customized landing page where they are directed to the program for their current needs – either the Back-Up Care Advantage Program or the Bright Horizons CareDirect platform. One of our unique competitive strengths is our award-winning custom er contact center, which is staffed by trained back-up care consultants 24/7/365. Care consultants guide employees through the entire process, from registration to reservation, and take on th e responsibility of identifying care options and ultimately securing care. Users who prefer to access back-up care resources online can do so at any time, including placing a request for care. However , industry research indicates that in urgent situations, families strongly prefer to speak “liv e” to a trained care representative. Year-to-date approximately one-third of our reservation request s are placed via the web, the rest are placed through our contact center. Smartphone technology allows users even greater choice in access. Our back-up care consultants ask questions to ensure we find the most appropriate caregiver for the needs of that family. They secure the care and confirm care with the employee. Co-pay methods are collected at the time of reservati on and processed on the day of care to streamline the process. After care has been completed, employees receive a reque st to complete an evaluation survey via email, requesting feedback on the program and the specific caregivers. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 27 The City of Denton Denton, Texas When employees have more time, and are looking for regular care needs, such as an after-school babysitter, a regular nanny, homework help, elder care resources, or a pet sitter, they log onto the Bright Horizons CareDirect website and are directed to the appropriate resource. Again, we make it as easy as possible, providing tools that help employees define their care needs and narrow down their search. With the click of a button, employees can perform basic or advanced background check on potentials caregivers, read reviews, request references, or post jobs. d. If applicable, provide quantifiable measur es for contact center customer service, time to fill, and average abandoned call rates. Our call center statistics related to the Back-Up Care Advantage Program include: Call Center Specifics 2014 . Average Time to Fill/Fill Rates 2014 Hours Given to Fill Average Time to Fill 20. Marketing a. Describe your promotional/communications plan and marketin g strategy, and the resources your organization provides to support these efforts. Provide marketing samples. Developing a customized, ongoing communication campaign and marketing strategy is a key component in providing a successful program. Client Relations Director Mandy Smith will collaborate with you to carefully develop a custom ized and comprehensive marketing plan to reach all the City employees. Recognizing that employers’ participation in the Back-Up Care Advantage Program is a response to a need that directly impacts business each day, we have developed a streamlined process to quick-start the program. This plan will ensure that employees ar e aware of and understand the benefit, register for services easily and efficiently, and access services when back-up care is needed. Though this process has been standardized over time, it remain s flexible to enable customization to meet your needs and preferences. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 28 The City of Denton Denton, Texas The marketing and communications plan will address: An overview of the tasks involved in rolling out the Back-Up Care Advantage Program and scheduling of these steps Identification of appropriate modes an d timing of employee communications Development of collateral to fully describe the available services and the process for accessing care Activities designed to build interest in the program, such as manager and employee presentations, registration assistance tables , center tours, and development of ongoing communication materials to promote the program including brochures, flyers, email announcements, posters, etc. Initiatives to secure advance registrations and promote employees’ use of the service Development and distribution of message s for maximizing awareness of the Back-Up Care Advantage Program Provision of activities and ongoing program co mmunications designed to sustain interest in and utilization of the program on an ongoing basis, such as: – Seasonal needs: marketing focused on particular times of the year – Events: participation in the City-hosted events such as benefit and health fairs – Feedback: from surveys administered after each use – Retention: efforts focused on customer sa tisfaction and sharing of success stories Sample marketing materials ar e located in Appendix D. b. Provide a sample program implementation timeline, including key milestones and deliverable dates. Bright Horizons typically requires 60 days from contract signing to launch Bright Horizons Care Advantage. We will work closely wi th the City to ensure th at the final timeline meets the identified objectives. Our process includes an initial project kick-off meeting, in which your representatives meet with our project team to begin to customiz e a comprehensive and collaborative timeline and marketing approach for the launch your new back-up dependent care program. The following timeline summarizes the key milestones in the program launch. Please note that this is a sample only; a customized implementation ti meline and marketing plan will be specifically designed for you upon the selection of Bright Hor izons as the provider of choice. The actual timeline will be contingent upon a number of fact ors, including your specific needs and resources, the desired timeframe, and the final selection of service components. Key milestones are as follows: Exhibit F ©2015 Bright Horizons Family Solu tions LLC 29 The City of Denton Denton, Texas 21. Risk Management and Quality Assurance a. Describe your business continuity plan in the event of a catastrophic event. Bright Horizons provides layers of support, to ensu re continued access to our programs and services by employees across the country. Our contact cen ter is available 24/7/365 and we have a back-up contact center that also provides additional support as needed in Raleigh, North Carolina. In addition, we can assist the City in business continuity as an add-on to the Back-Up Care Advantage Program . Should you experience a state of emergency, such as full power outages, our program is available to offer a variety of care options to those “essential” employees that still need to report to work. Child care centers are available during regula r business hours, or in-home care can be arranged in the home for these colleagues’ children or even their adult/elder dependents. In addition, for emergencies that may require care when the greate r community is affected, such as the ability for in- Contract Signed: Implementation Meeting with the City Weeks 1-4: Configure the City’s website Collect program parameters; develop profile in case management system Develop a well thought out communicati on plan specific to City of Denton; customize and revise employee communicat ion materials (i.e. email, desk drop, home mailing) Week 5-6: Website revisions Website testing Receive preliminary eligibility file; complete testing Week 7-8: Bright Horizons Care Advantage information posted on the City’s Intranet Employee communication sent out to your employees Website link sent to the City to be posted on Intranet Webinar and information tables hosted Program Launched Exhibit F ©2015 Bright Horizons Family Solu tions LLC 30 The City of Denton Denton, Texas home caregivers to safely commute to a dependent’s home, we offer an expanded level of service for clients who wish to opt-in to the coverage (at no additional charge): Crisis Care Assist . Crisis Care Assist is an add-on program that helps employers support their employees in times of crisis—their loved ones are cared for and your pr oductivity remains high. When triggered, Bright Horizons implements Crisis Care Assist within 24 hours, for a pre-determined duration of time. During a time of crisis, unexpected high demand for care can affect our network providers. This program gives your employees the option of secu ring care one their own, whether through a licensed provider or personally arranged caregiver (i.e., relative, family friend, babysitter, etc.), and reimburses them for the cost, up to pre-determine d amounts. The program also facilitates care any time of the day or night and for any duration necessary. When schools are forced to close, transportation is delayed, power outages are widespread, and housing is damaged, the effects on employee prod uctivity and attendance have a drastic impact on your organization. Crisis Care Assist can be activated to support the back-up care needs of employees during: National/local health emergencies (e.g., H1N1 pandemic) Natural disasters (e.g., hurricanes, floods, wildfires, snowstorms) Labor strikes (e.g., teacher strikes, public transportation outages) For example, in the wake of Hurricane Sandy, we provided important security allowing employees to utilize our emergency back-up child and elder care so they could go to work. This was especially important for employers that have mandatory report ing for certain members of their staff. During the storm and its lingering effects, we cared for children, families, and employees and helped ensure continuity for all of our extended family, meeting of all requests for care. The activation of our Crisis Care Assist emergency back-up care program allowed employees to immediately organize care for their dependents, while our network of Bright Horizons’ child care centers provided the option for families to attend another center when theirs was impacted. b. Describe the risk management measures yo ur organization takes to provide families and clients with high-quality caregivers. The safety and security of the dependents in our care is our first priority; therefore, the foundation of Bright Horizons Care Advantage is qualified an d trusted providers. The steps we take to ensure qualified providers include: The Back-Up Care Advantage Program : – For center-based care, our network is compri sed of Bright Horizons’ high-quality centers, NAEYC accredited centers operated by othe r providers, and centers that operate at teacher/child ratios and with teacher qualificati ons that could be accredited by NAEYC. All of these centers must conform to local licen sing requirements for background checks and screening of criminal history, etc. All provid ers in the network are required to submit valid licenses and certificates of the insurance they carry. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 31 The City of Denton Denton, Texas – In-home agencies admitted in to the extended network employ their own caregivers and conform to the regulatory requirements of the state in which they operate—including compliance with required staff credentials and background screenings. Staff credentials are governed in part by each state’s standards and by agency policies. Background screening processes on all applicants can include, but is not necessarily limited to, the verification of identification through social security numbers, education, previous employment, professional references, and criminal records checks from the previous seven years. – The Back-Up Care Advantage Program is the only program that offers exclusivity on both a center and in-home agency level. While all of our providers are known for providing high- quality service, many are shared resources with other back-up network program providers. Bright Horizons’ Priority Partners work excl usively with Bright Horizons and do not participate in other networks. They are contractually required to meet stringent key performance indicators around fill rate, user satisfaction, overall performance (caregiver on time, no show, etc.), and responsiveness to service issues. - . – Our insurance program covers Bright Horizons and our clients for claims arising from the programs and supplements the coverage of the individual service providers. We also indemnify, defend, and hold harmless our clients from liabilities arising out of Back-Up Care Advantage Program operations. Bright Horizons CareDirect: – When a person applies to become a caregiver on the Sittercity website, Sittercity conducts a preliminary verification on the applicant. This includes an identification check, a search against the national sex offender registry, and a human profile review. – City employees can run unlimited basic background checks on any caregiver at no cost. The basic background check includes a search on name, current address, previous address, and social security number. The caregiver’s profile has an icon that indicates when a background check has been conducted. – Supplementary checks are available at discounted pricing to the employee at the click of a button, including a motor vehicle record check and enhanced background checks. The database also makes it easy for families to read reviews from others who have used that caregiver, request and cont act references, and screen potential caregivers for preferred qualities (such as experience caring for children with special needs, tutoring experience, etc.). The caregiver’s profile indica tes if an enhanced background check has been conducted, including the date completed, and this information is then available to other potential care recipients at no additional cost. c. Describe the qualifications of the providers in your network. Qualified, trusted providers are a ke y component to the success of the Back-Up Care Advantage Program. Unlike many providers, Bright Horizons actually operates 400 of the centers in our network, affording us a unique perspective on the realities and expectations of providing care to Exhibit F ©2015 Bright Horizons Family Solu tions LLC 32 The City of Denton Denton, Texas children in unfamiliar environments. We have established standards an d identify providers that share these standards to contract with us and provide services within our network. Child care centers admitted into the Back-Up Care Advantage Program extended network must be licensed and in good standing to ensure that the ce nter complies with the applicable staff credentials and required criminal background sc reenings. Staff at each child care center are employed directly by the center. Background screening provided on all applicants can include, but is not necessarily limited to verification of identification, educat ion, previous employment, professional references, and criminal records checks. In-home agencies admitted into the Back-Up Care Advantage Program extended network have been identified as conforming to the regulatory require ments of the state in which they operate, including compliance with required staff credentials and backgr ound screenings. Staff credentials are governed in part by each state’s standards and by agency policies. We require in-home care agencies to validate their hiring practices and specifically outline the following: background screening process, medical exams, proof of credentials and thorough em ployment reference verifications. Background screening provided on all applicants can include, but is not necessarily limited to verification of identification, education, previous employment, prof essional references and criminal records checks. The following chart outlines the criteria required for child and adult care providers through the back-up care program: Criteria Bright Horizons-Managed Centers (all age groups) Other Provider Child Care Centers (all age groups) In-Home Services (Child & Adult/Elder Care) Minimum background education and work experience with relevant populations and/or age groups Possess a combination of in- depth training in early childhood education and hands-on experience working with young children. At a minimum, caregivers have appropriate training credentials and personal characteristics for working with children as outlined by NAEYC 1 and/or required by child care licensing (where more stringent). Caregivers responsible for supervision of a group of children are required to have child development associate (CDA) credentials or associate degrees in early childhood education/child development. Education and work experience are regulated and dependent upon each state’s licensing standards, and are reflective of individual staff members’ positions. Specific information concerning caregivers’ education and work experience is required as part of the child care center licensing application, and is verified during licensing visits. Documentation is required for ongoing participation in the Back- Up Care Advantage Program network. Conform to regulatory requirements of the state in which they operate, including employed caregivers’ compliance with education and work experience requirements. Determined in part by the type of services provided (e.g., skilled medical care). Documentation is required for ongoing participation in the Back- Up Care Advantage Program network. 1 NAEYC is the nation’s leading agency providing in dependent verification of programmatic quality. NAEYC accreditation is the most highly regard ed “stamp of quality” that an early childhood Exhibit F ©2015 Bright Horizons Family Solu tions LLC 33 The City of Denton Denton, Texas Criteria Bright Horizons-Managed Centers (all age groups) Other Provider Child Care Centers (all age groups) In-Home Services (Child & Adult/Elder Care) Continuing education requirements A minimum of 20 hours of related training each year, with specific focus in the area of back-up child care. Comprehensive, ongoing training and education is provided through Bright Horizons online training system, staff meetings, workshops, outside training seminars, and other venues. Provision of ongoing professional education provided, as required by specific state regulatory agencies. Documentation of training is required for ongoing participation in the Back-Up Care Advantage Program network. Provision of ongoing professional education provided, as required by specific state regulatory agencies. Training documentation is required for ongoing participation in the network. First aid/medical training Centers staffed by employees trained in CPR and First Aid at all times. Centers staffed by employees trained in CPR and First Aid at all times. CPR and First Aid training required. Safety training Provided as part of annual training program. Ongoing safety training provided. Ongoing safety training provided. Child/elder abuse and neglect training Annual training provided. Documentation is secured in employees’ personnel records. Annual training provided as required by state licensing and/or center policy. Annual training provided as required by state licensing and/or agency policy. Language and cultural proficiency Must be able to communicate in English. Diversity awareness training completed within first year of employment. Must be able to communicate in English, unless geographic and/or cultural variations dictate otherwise. Must be able to communicate in English unless geographic and/or cultural variations dictate otherwise. Requirements for caring for individuals with special needs Training provided during orientation, with ongoing training provided on an annual basis. Caregiver training for working with individuals with special needs provided, as required by specific state regulatory agencies. Caregivers’ training for working with special needs is determined in part by the type of services provided (e.g., skilled medical care) in conformance with regulatory requirements of the state in which agency operates. Through Sittercity’s caregiver database, employee s can search for and “contract” directly with potential caregivers. Using the Sittercity tools, your employees looking for care are able to connect with an extensive list of caregivers – for child care and adult/elder care, as well as pet care. Through the easy to navigate and highly intuitive website fu nctionality, families search for, and make contact with the potential caregivers that the family determines will meet their specific needs. program can receive. All eligible Bright Horizons –managed centers (must be open for at least one year) have already obtained or are working toward receiving this accreditation. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 34 The City of Denton Denton, Texas Sittercity provides supportive tools and materials to help the employee conduct the process through their online Trust and Safety Center. This tool includes: Step-by-step instructions for hiring the right caregiver Important interview questions for caregivers Tips for meeting a caregiver in advance Instructions for using Sittercity’s background screening options Tips for checking caregiver references Sittercity conducts a preliminary verification on caregiver applicants and employees have the option run unlimited basic background checks at no cost and supplementary background checks are available at a discounted price. Employees can al so read caregiver reviews from other users. There is continuous monitoring of the caregivers on the site through the national sex offender registry. Issues are monitored by Sittercity and Bright Horizons is made aware of issues re sulting from the City’s use of the program. We have a customer issue resolution process in place to monitor and, if necessary, respond to issues. Sittercity reserves the right to remove caregivers from the online database as a result of any issues. d. Describe your methods for receiving e nd-user feedback and monitoring/responding to concerns and employee satisfaction levels. A team of provider relations specialists overs ee the providers in our network, identifying and screening quality providers, checking credentials, and monitoring performance on an ongoing basis. As operators of child care centers across the countr y, we are experienced at overseeing quality care environments. We conduct regular quality audits of our own child care centers, and we establish expectations with our contracted agencies and centers to similarly monitor the performance of their caregivers through performance management, field audits, and care location visits. Our routine satisfaction surveys allow us to meas ure satisfaction levels with the service and the providers in our network. Providers who receive high scores from our clients’ employees are rewarded with additional business. Negative provider feedback is dealt with swiftly and seriously: we immediately follow up with the provider in quest ion, share the feedback, suggest action plans for improvement, and determine next steps. Should we determine that an issue was related to the provision of sub-par service, or we were concerned about any aspect of the care provided, we will suspend the provider from our Extended Network pending resolution and, if necessary, remove them from the network. Combining clear expectations, a shared vision, and ongoing communications and support with our intense focus on selecting the right partners, positions us to consistently deliver the highest quality Exhibit F ©2015 Bright Horizons Family Solu tions LLC 35 The City of Denton Denton, Texas program available in the market today—one that consistently meets and exceeds client and user expectations. . Client Satisfaction We also conduct a formal client survey each year, which reveal consistently high levels of client satisfaction across all categories; in fact, in our mo st recent client survey (2015), The results of the survey are used to determine how we can better meet our clients’ needs, empower our employees to provide better service and identify any additional programs and services that would benefit families and children. We consider our client satisfaction surveys to be important tools fo r gauging our effectiveness as an organization. The results are shared with our executive team, and a plan of action is developed to enhance the partnership and communications efforts, providing the foundation for constructive dialogue regarding the program’s operational developmen t and effectiveness within the organization. By combining the results of our formal and inform al satisfaction assessments, Bright Horizons is able to build upon the strengths of our programs to address noted issues or service improvements that create lasting value. Responding to Concerns We fully investigate any service issue or concern rais ed by a client or an individual, and monitor the implementation of any response or improvement need ed. Full and satisfactory issue resolution is integral to our program. Mandy Smith, your dedi cated account manager, will work with you to research and resolve any issue. Our process leverages the following: Quality Assurance (QA) Team: A cross functional team, which includes senior Bright Horizons management, tracks all service issues and concerns through clearly defined reporting and escalation processes. Service issues may arise when customers contact us directly with the issue, or when a negative response is identifi ed on a submitted survey. All survey results are reviewed and negative ones are tagged for further research and contact. A member of our QA team typically reaches out to the individual to iden tify the issue, gather information, and start the process of ensuring rapid resolution. Tracking of Issues: Each issue is immediately ranked by severity and trac ked in a central database to facilitate reporting and trend analysis. Final Resolution of all Issues: Each issue is fully investigated and resolved as quickly as possible by Bright Horizons. The QA team member works with our customer service team and other parties as needed to gather informat ion on the issue, and to discuss resolution. We maintain ongoing communication with the employee and you as appropriate throughout the process, and customer issue resolution reporting is available on a regular basis as preferred by the City. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 36 The City of Denton Denton, Texas 22. Financial a. Provide evidence of your organization’s financial stability. Include a copy of your organization’s most recent annual report or financial statement. Hundreds of clients, many similar to the City, ch oose to partner with Bright Horizons because of our financial strength in addition to the high-quali ty care we provide. We demonstrate our financial strength through our: Healthy balance sheet. Strong cash flow position. Record of consistent earnings – uninterrupted year-over-year revenue and adjusted EBITDA growth for each of the last 15 years despite broader macro-economic fluctuations. Never having declared bankruptcy or opera ted in default of financial covenants. All centers are either client-sponsored or wholly-owned by Bright Horizons; we do not include a franchise business model. Centralized financial management structure with discrete departments for monthly accounting/financial reporting, trea sury/cash management, and budgeting. Public company listed under the NYSE as BFAM. Finance department and internal controls structure designed and managed to comply with the requirements of Sarbanes-Oxley regulations. Internal auditing and compliance department de dicated to review and evaluate our financial management policies and procedures, conduct center operations audits, and consult on the design of new controls procedures. For the City, these unique strengths translate to an optimum level of protection from economic and liability exposure and a degree of flexibility in stru cturing contracts and agreements. As a public company, our financials are located on the Inve stor Relations page of our public website www.brighthorizons.com/financials. In light of the City’s requirement to not exceed 200 pages, we suggest downloading from this link. b. Describe your recommended employee pric ing strategy. Indicate if employees pay costs for registration, care, co-payments, ba ckground checks, etc. If there are costs to employees, detail your recommendations. We recommend that employees pay a minimal co-pay for utilization. A key metric of any dependent back-up care program’s success is utilization. When employers bear the majority of the cost of care and require employees to pay nominal co-pays, the program is more likely to be utilized. Conversely, when employees are expected to bear the full cost of care or even high co-pays, the program is less likely to be utilized as they may be encouraged to stay home rather than return to work. Bright Horizons recommends charging employees a nominal co -pay of for in-home care. Additional charges apply for medical care. When empl oyees make back-up care reservations, co-pay Exhibit F ©2015 Bright Horizons Family Solu tions LLC 37 The City of Denton Denton, Texas details are collected via credit card or electronic bank account withdrawal (EFT) and then charged the day after care is provided. Cancellations after 5:00 p.m. on the business day prior to the day of care will be billed as a use to the employee and the City; all applicable co-pays will be charged. Employees securing services through Bright Horizons CareDirect negotiate the fee and payment type with the individual caregiver. For the cost to the City, we charge an annual fee for Bright Horizons Care Advantage based on anticipated utilization, the size of the empl oyee population, and the scope of the program (subsidized and unsubsidized care, national or re gional coverage, in-home and center, child and adults/elders, etc.). In addition, we charge a one-t ime implementation fee that covers the cost of developing and implementing the program, de veloping the website, marketing materials, and creating the reporting structure. Our program is highly customizable and we can review performance and make adjustments as needed to accommodate the changing needs of the City and your employees. c. Describe the amount and type of back-up care use (in-home, center-based) projected in the first three years of the contract. Accurately forecasting program utilization is a key factor in the strong partnerships that Bright Horizons forges with our clients. We analyze histor ical data points, timelines, and trends to develop a projection for the number of times we expect the Ci ty employees to need back-up care placements throughout the year. This data, from more than covered employees, as well as the following factors, contributes to our proposed utilization allowance. Total employee population size Number of uses allowed per employee Employee demographics (gender, age) Co-pay structure Geographic dispersion of employees Industry Access to the Bright Horizons CareDirect database is unlimited, along with priority enrollment and tuition discounts at participating centers. For the Back-Up Care Advantage Program , Bright Horizons works with the City to provide employees with an a nnual allocation of uses that offers the City cost predictability and covers anticipated demand. Al though customizable to the City’s needs, our trending data suggests an average of uses per year per employee. A use is defined as any period of care up to hours in length (for in-home car e) and up to the normal operating hours of a center. This typically provides employees with more than adequate coverage to meet their individual needs. . Exhibit F ©2015 Bright Horizons Family Solu tions LLC 38 The City of Denton Denton, Texas d. Provide pricing for all program options you are offering as part of this RFP response. Include any narrative that helps to desc ribe program costs including any and all employee fees; start-up fees; administrative or annual fees; program operations costs; annual increases; minimum contract length ; and management fees, as applicable. The following price structure is for a national ba ck-up dependent care program covering children and adults/elders, as well as access to additional resources for self-selected care. This allows employees choices in service and distribution. Program Details for the City of Denton (1,500 Employees) Annual base program fee: $55,000 Up to 150 annual Back-Up Care Advantage Program uses – 10 days of use per City employee – In-home care: $6 per hour, 4-hour minimum co-pay – Center-based care: $15/day/child or $25/day/family co-pay Unlimited access to Sittercity’s online caregiver database – Care is selected and paid for by the employee Preferred enrollment into participat ing Bright Horizons-managed centers Tuition discounts for full-service child care at select partner centers across the U.S. Full electronic marketing support for prog ram and ongoing account management $5,000 implementation fee includes: – City-specific website and collateral development – Network preparation – Establishing City-specific policy an d procedures at contact center Pricing Notes Because care in the Back-Up Care Advantage Program is employer subsidized, the pricing has a cap on the annual allocation of uses for the City and your employees. As noted above, based on a program offering an annual allowance of 10 days per empl oyee, we forecast your total annual program usage combined to be 150 uses per year. Our pricing assumes employees are responsible for the co-pay of $15 per child ($25/family maximum) per day for center-based care, and a $6 per hour (four-hour minimum) co-pay for in- home care. Our pricing is based on the expectati on of a three-year contract, assuming a 5% annual increase. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 39 The City of Denton Denton, Texas This program fee covers all administration of the program and assumes that total program usage stays within the forecast maximum of uses for the re levant scenario. Your assigned client relations director will monitor and report usage trends on a regu lar basis. It is possible that some months will see more use than expected while usage dips in other months; these variances will be accommodated. If utilization is consistently trending higher than expected for three or more months within 12 consecutive months, the client relations director will meet with yo u to discuss strategies to managing demand, and/or adjusting the level of services purchased under the agreement. There is a one-time start-up fee of $5,000 regardless of the co-pay structure that provides coverage for the development of the communications plan , website, two on-site bene fit presentations, and network preparation. Potential Tax Credit Bright Horizons refers potential clients to IRS form 8882, which describes a tax credit available for amounts paid to provide child care services to em ployees of the taxpayer. C lients will need to make their own tax department or tax advisor aware of the particular facts and circumstances of the program details of their back-up care program in order to determine whether the expense may qualify for these credits. We cannot under any ci rcumstance, provide tax advice to current or potential clients. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 40 The City of Denton Denton, Texas ATTACHMENT B: EXCEPTION FORM Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description RFP 6 Contract Term Our standard contract term is for a three year term with three year renewals. RFP 8 Price Adjustments Our standard price increase is 5% each year, which reflects historical increases in the cost of providing back -up care services and is driven by increases caregiver compensation and benefits, insurance, IT, and administrative support expenses. While most clients prefer the predictability of a fixed increase, we can base annual increases on increases in the specialized Consumer Price Index for our industry (Consumer Price Index for All Urban Consumers, U.S. City Av erage, (Tuition, Other School Fees and Child Care). Please note that we are not able to decrease our price and would expect annual price increases to occur automatically at the start of each contract year. Our contracts are not subject to termination due to a scheduled price increase. Exhibit 2: General Provisions Terms and Conditions A We fully comply with all applicable Occupational Safety and Health Administration rules and regulations and have robust safety procedures and employee training to secure the well-being of employees and children in our care. Exhibit 2: General Provisions Terms and Conditions A 8 Assignment We agree not to assign the contract without the City’s consent, except for assignments to a parent, a ffiliate of subsidiary of Bright Horizons or a successor as a result of merger, sale or acquisition. Exhibit 2: General Provisions Terms and Conditions A 12 Right to Data, Documents, and Computer Software Bright Horizons must remain the owner of all intellectual property used in connection with the services, including all user guides, handbooks, communication materials, websites, and other materials. The City and its employees will have a right to use such materials in connection with their use of the services. Exhibit 2: General Provisions Terms and Conditions A 18 Performance Liquidated Damages Inclusion of Performance Liquidated Damages are not appropriate for our services. Exhibit 2: General Provisions Terms and Conditions A 28 Contractor Standards of Performance Specified delivery times are not applicable for our services. Exhibit 2: General Provisions Terms and Conditions A 31 Payment and Performance Requirements Our standard term for payment is 30 days, with payment due in advance at the start of each contract year. Exhibit 2: General Provisions Terms and Conditions B 13 Payment As noted above, our standard term for payment is 30 days, with payment due in advance at the start of each contract year. We request that withholding or set off of payments be removed from the contract. We Exhibit F ©2015 Bright Horizons Family Solu tions LLC 41 The City of Denton Denton, Texas expect that if a co ntract is finalized that fu nds will be available and the contract will not be contingent on the availability of funding. Exhibit 2: General Provisions Terms and Conditions B 15 Final Payment and Close-out We request that the waiver of claims in Section be mutual to the extent applicable. Exhibit 2: General Provisions Terms and Conditions B 17 Right to Audit We agree to retain our books, record s and documents for five years after the date such records are created, but any audit for a particular year should be completed within one year following the end of that year. We request that the City bear the cost of any audit unless the audit reveals an overpayment of 5% or greater. We are not able to grant audit rights to the records of Subcontractors, suppliers and other payees. We request that any failure to comply with the audit prov isions should be subject to a cure period pursuant to the Termination for Cause provision. Exhibit 2: General Provisions Terms and Conditions B 19 Warranty Price We agree to offer prices no higher than prices offered to similar buyers for similar services under similar terms of purchase, but do not agree to the withholding of fees. Exhibit 2: General Provisions Terms and Conditions B 26 Default We request that this section be removed and that the Termination for Cause section apply for any material breaches of the contract. Exhibit 2: General Provisions Terms and Conditions B 27 Termination for Cause We request a 30-day cure period, instead of 10 days. Indemnification should be limited to losses related to third party claims and governed by the terms of Section 31 – Indemnification. Exhibit 2: General Provisions Terms and Conditions B 28 Termination Without Cause We expect the contract to continue for the entire agreed-upon term and request that this section be removed. Exhibit 2: General Provisions Terms and Conditions B 28 Delays Delays in performance are not approp riate for back-up care services. We request Section 30.A. be removed. Exhibit 2: General Provisions Terms and Conditions B Indemnity Indemnification should be limited to th ird party claims to the extent caused by Bright Horizons, its directors, officers, employees and agents. We will indemnify for losses related to death, bo dily injury, illness, disease, but not worker’s compensation, loss of se rvices, loss of income or wages. Exhibit 2: General Provisions Terms and Conditions B 32 Insurance We understand that this clause and the insurance requirements in Appendix A are not required as part of the contract, but note that we have robust Commercial General Liability, Busine ss Auto Liability Insurance, and Umbrella Liability Insurance policies, and carry and Workers’ Compensation Insurance as required by law. Exhibit 2: General Provisions Terms and Conditions B 36 No Warranty by City Against Infringements No deliverables are contemplated as part of back-up dependent care. Exhibit 2: General Provisions Terms and Conditions B 37 Confidentiality Please note that information provided directly from or on behalf of City employees in connection with the deliv ery of back-up dependent care will be held in strict confidence and may not be disclosed to the City, but may be disclosed as necessary to provide the services or pursuant to a judicial, regulatory or administrative process. Exhibit 2: General Provisions Terms and Conditions B 38 Ownership and Use of Deliverables No deliverables are contemplated as part of back-up dependent care. Exhibit 2: General Provisions We would like to clarify that contingent fees are permissible under the Exhibit F ©2015 Bright Horizons Family Solu tions LLC 42 The City of Denton Denton, Texas Terms and Conditions B 41 No Contingent Fees contract for bona fide employees of Bright Horizons. Exhibit 2: General Provisions Terms and Conditions B 45 Assignment Delegation We request this provision be modified to permit assignments to a parent, affiliate of subsidiary of Bright Horizons or a successor as a result of merger, sale, or acquisition. Exhibit 2: General Provisions Terms and Conditions B 59 Prevailing Wage Rates This section is not app licable to our services. Exhibit 2: General Provisions Terms and Conditions B 67 Records Retention We request that any audit for a particular year should be completed within one year following the end of that year. Appendix A Insurance Requirements We understand that this Appendix is not required as part of this contract for services. However, we would like to point out that we do meet the insurance limits set forth in Append ix A and generally comply with the specific insurance requirements included. We are able to provide an appropriate certificate of insurance. Pl ease note that we require the policy to be issued by an insurance company with an A.M. Best rating of at least A-, deductibles may not appear on the certificate of insurance, we are not able to name additional insured parties but the City will be included as an additional insured. Our insurance is written on an occurrence basis and does not need to be in place after the expiration of the contract term. Attachment A – Workers’ Compensation Coverage for Building or Construction Projects is not applicable to our services and should not be included. Exhibit 3 Statement of Work Dependent/Elder Care Respondent Responsibilities 8 We will notify the applicable state licen sing or other regulatory agency in the event of a licensing violation or serious injury occurs in a Bright Horizons Center, which requires notification. We also require our network of back-up care providers to comply with all applicable regulatory or licensing notification requirements. We are not able to notify clients any time an injury or licensing violation occurs due to privacy laws and the scope of our network. Exhibit 3 Statement of Work Dependent/Elder Care Respondent Responsibilities 13 Background checks are required for care givers provided by Bright Horizons and all network providers at the start of employment. Exhibit 3 Statement of Work Dependent/Elder Care Respondent Responsibilities 16 Employees will have an option to conduct a background check on caregivers, which employees select through Sittercity. However, Bright Horizons does not provide and is not responsible or liable for the accuracy of such background checks or care arranged through Sittercity. Exhibit 3 Statement of Work Pet Care Respondent Responsibilities 7 Employees may use Sittercity to find pe t care services, bu t Bright Horizons does not provide and is not responsible or liable for any pet care arranged through Sittercity or any screening services provided by Sittercity. We have provided our standard terms and cond itions in Appendix E for your reference. The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Cond itions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. Exhibit F ©2015 Bright Horizons Family Solu tions LLC 43 The City of Denton Denton, Texas Bright Horizons Family Solutions LLC 10/28/15 Signature Company Date No Exceptions are taken to this solicitati on or the General Provisions and Terms and Conditions in Exhibit 2. Signature Company Date Exhibit F ©2015 Bright Horizons Family Solu tions LLC 45 The City of Denton Denton, Texas ATTACHMENT E: CONFLICT OF INTEREST QUESTIONNAIRE FORM CONFLICT OF INTEREST QUES TIONNAIRE - FORM CIQ For vendor or other person doing busi ness with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session . This questionnaire is being filed in accord ance with chapter 176 of the Local Governme nt Code by a person who has a business re lationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th bu siness day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this sec tion is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnair e with the appropriate filing authority not later than the 7 th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment inco me, from the filer of the questionnaire? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the d irection of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local governmen t officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship. 4 I have no Conflict of Interest to disclose. 5 Signature of person doing business with the governmental entity Date X Exhibit F 2/22/2016 ©2015 Bright Horizons Family Solu tions LLC 46 The City of Denton Denton, Texas ATTACHMENT F: SIGNED ACKNOWLEDGEMENT FORM The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibi ts and other documents; the local conditions under which the work is to be performed; satisfied himself of the condit ions of delivery, handling and storage of materials and equipment; an d all other matters that will be require d for the work before submitting a response. The undersigned agrees, if this submis sion is accepted, to furnish any and a ll items/services upon which prices are offered, at the price(s) and upon the terms and conditions c ontained in the specification. Th e period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to ex ecute this contract, that th is submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq. The undersigned affirms that they have read and do understand the specifications, all exhibi ts and attachme nts contained in this solicitation package. The undersigned agrees that the solicitat ion package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricin g sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Dent on Purchasing Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have down loaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information give n by me in this submission will be investigated, with my full permission, and that any misrep resentations or omissions ma y cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated October 19, 2015 Received October 19, 2015 Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY AUTHORIZED REPRESENTATIVE Bright Horizons Family Solutions LLC Signature: Headquarters: Date: October 28, 2015 200 Talcott Avenue South Name: Sandra M. Wells Watertown, MA 02472 Title: EVP of Employer Services Regional Office: Fax No.: (972) 409-7153 9901 E. Valley Ranch Parkway, Su ite 2015 Tel No.: (830) 935-3286 Irving, Texas 75063 Email: swells@brighthorizons.com Exhibit F ©2015 Bright Horizons Family Solu tions LLC The City of Denton Denton, Texas APPENDIX A: PROVIDER COMPARISON CHART Provider Comparison Parameter Bright Horizons Care Advantage Provider B Provider C Program Urgent back-up child & adult care √ Planned back-up child & adult care √ In-home & center-based care √ Online national database of child/elder caregivers for self- service selection √ Elder care assessment, planning, & referrals √ Homework help √ Pet care √ Preferred enrollment access for full time-care at child care centers √ Discounts off tuitions for full- time care at child care centers √ Subsidy levels customized to meet employer/employee needs √ Industry Experience Delivering back-up care for 20+ years √ Stable long standing management team √ Clear consistent vision and mission √ Provided +2 million days of back-up care since 2009 √ Overall fill rate 99% for back-up care √ 97% fill rate for same day/next day requests for back-up care √ Consistent overall satisfaction scores for back-up care √ Exhibit F ©2015 Bright Horizons Family Solu tions LLC The City of Denton Denton, Texas Provider Comparison Parameter Bright Horizons Care Advantage Provider B Provider C Contracted Provider Network Exclusivity with top providers √ Extensive credentialing & audit process √ Caregivers are employed by providers & trained specifically for back-up care √ Ability to drive care to highest quality providers through proprietary provider portal √ Service level agreements with providers ensures quality services √ Business Continuity Programs Business continuity programs offered to clients in event of disaster √ Program Access/Employee Experience Single point of entry for all services √ Award winning 24/7/365 contact center √ Experienced care consultants to coordinate all care arrangements √ Quick, accessible, & dependable reservations via self or full service platforms √ Confirmed reservations to custom care options √ Program Implementation Dedicated program implementation resources √ Account Management Dedicated account management staff √ Customized combined reporting & marketing support √ Key Program Differentiator Core competency is actual delivery of care √ Single entity business unit core business is back-up care √ Exhibit F ©2015 Bright Horizons Family Solu tions LLC The City of Denton Denton, Texas APPENDIX D: SAMPLE MARKETING MATERIALS Exhibit F ©2015 Bright Horizons Family Solu tions LLC The City of Denton Denton, Texas Exhibit F Certificate Of Completion Envelope Id: 291CEDA6AD8C4056B8EC4AC1ECA75088 Status: Completed Subject: Please DocuSign: Contract Documents 5914.a Source Envelope: Document Pages: 73 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 0 Karen E. Smith AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-06:00) Central Time (US & Canada) karen.smith@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 2/19/2016 12:52:06 PM Holder: Karen E. Smith karen.smith@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 2/19/2016 12:54:37 PM Viewed: 2/19/2016 12:54:49 PM Signed: 2/19/2016 12:55:11 PM Electronic Record and Signature Disclosure: Not Offered ID: John Casagrande jcasagrande@brighthorizons.com General Counsel Security Level: Email, Account Authentication (Optional)Using IP Address: 12.11.171.7 Sent: 2/19/2016 12:55:13 PM Resent: 2/19/2016 1:43:12 PM Viewed: 2/19/2016 2:54:21 PM Signed: 2/22/2016 8:17:10 AM Electronic Record and Signature Disclosure: Not Offered ID: John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 2/22/2016 8:17:14 AM Viewed: 2/22/2016 11:10:04 AM Signed: 2/22/2016 11:10:18 AM Electronic Record and Signature Disclosure: Not Offered ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 2/22/2016 11:10:20 AM Viewed: 2/22/2016 3:35:16 PM Signed: 3/3/2016 10:36:31 AM Electronic Record and Signature Disclosure: Not Offered ID: Signer Events Signature Timestamp George C. Campbell george.campbell@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 3/3/2016 10:36:36 AM Viewed: 3/3/2016 3:13:40 PM Signed: 3/3/2016 3:13:53 PM Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 3/3/2016 3:13:55 PM Viewed: 3/4/2016 10:26:52 AM Signed: 3/4/2016 10:27:17 AM Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 2/22/2016 8:17:12 AM Viewed: 2/22/2016 8:26:36 AM Electronic Record and Signature Disclosure: Not Offered ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 2/22/2016 8:17:13 AM Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 3/3/2016 10:36:34 AM Viewed: 3/3/2016 11:07:52 AM Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 3/4/2016 10:27:21 AM Viewed: 3/4/2016 1:19:49 PM Electronic Record and Signature Disclosure: Not Offered ID: Tiffany Thomson tiffany.thomson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 3/4/2016 10:27:23 AM Viewed: 3/4/2016 12:19:28 PM Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 3/4/2016 10:27:26 AM Electronic Record and Signature Disclosure: Not Offered ID: Phil Westberry phil.westberry@brighthorizon.com Security Level: Email, Account Authentication (Optional) Sent: 3/4/2016 10:27:28 AM Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/4/2016 10:27:28 AM Certified Delivered Security Checked 3/4/2016 10:27:28 AM Signing Complete Security Checked 3/4/2016 10:27:28 AM Completed Security Checked 3/4/2016 10:27:28 AM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Compan y) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you ele ctronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user ac count all required notices, disclosures, authorizations, acknowledgements, and other documen ts that are required to be provided or made available to you during the course of our rela tionship with you. To reduce the chance of you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required notices and disclosures to you by the same method a nd to the same address that you have given us. Thus, you can receive all the disclosures and n otices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph imme diately above that describes the consequences of your electing not to receive delive ry of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Robin Fox How to contact City of Denton: You may contact us to let us know of your changes a s to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as f ollows: To contact us by email send messages to: kevin.gun n@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address w here we should send notices and disclosures electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: you r previous e-mail address, your new e-mail address. We do not require any other information f rom you to change your email address.. In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected in your DocuSign account by following the process f or changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive fut ure notices and disclosures in electronic format you may: i. decline to sign a document from within your Docu Sign account, and on the subsequent page, select the check-box indicating you wish to w ithdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you must state your e-mail, full name, IS Postal Addres s, telephone number, and account number. We do not need any other information from y ou to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change . If these requirements change, we will provide you with an email message at the email addr ess we have on file for you at that time providing you with the revised hardware and softwar e requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive ma terials electronically To confirm to us that you can access this informati on electronically, which will be similar to other electronic notices and disclosures that we wi ll provide to you, please verify that you were able to read this electronic disclosure and th at you also were able to print on paper or electronically save this page for your future refer ence and access or that you were able to e-mail this disclosure and consent to an address wh ere you will be able to print on paper or save it for your future reference and access. Furth er, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: •I can access and read this Electronic CONSENT TO E LECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and •I can print on paper the disclosure or save or sen d the disclosure to a place where I can print it, for future reference and access; and •Until or unless I notify City of Denton as describ ed above, I consent to receive from exclusively through electronic means all notices, d isclosures, authorizations, acknowledgements, and other documents that are requ ired to be provided or made available to me by City of Denton during the cours e of my relationship with you.